Exhibit 10.2


 





priming
CREDIT AGREEMENT


 


dated as of January 6, 2017


 


among


 


BIOSCRIP,
INC.,


as Borrower,


 


THE LENDERS FROM TIME TO TIME PARTY HERETO,


 


and


 


SUNTRUST
BANK,


as Administrative Agent


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS; CONSTRUCTION	1
	Section 1.1	Definitions	1
	Section 1.2	[Reserved]	30
	Section 1.3	Accounting Terms and Determination	30
	Section 1.4	Terms Generally	30
	 	 	 
	ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS	31
	Section 2.1	General Description of Facilities	31
	Section 2.2	Revolving Loans	31
	Section 2.3	Procedure for Revolving Borrowing	31
	Section 2.4	[Reserved]	31
	Section 2.5	Funding of Borrowing	31
	Section 2.6	[Reserved]	31
	Section 2.7	[Reserved]	31
	Section 2.8	Reduction and Termination of Commitments	32
	Section 2.9	Repayment of Loans	32
	Section 2.10	Evidence of Indebtedness	32
	Section 2.11	Optional Prepayments	33
	Section 2.12	Mandatory Prepayments	33
	Section 2.13	Interest on Loans	34
	Section 2.14	Fees	34
	Section 2.15	Computation of Interest and Fees	35
	Section 2.16	[Reserved]	35
	Section 2.17	[Reserved]	35
	Section 2.18	Increased Costs	35
	Section 2.19	[Reserved]	36
	Section 2.20	Taxes	36
	Section 2.21	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	39
	Section 2.22	[Reserved]	40
	Section 2.23	[Reserved]	40
	Section 2.24	Mitigation of Obligations	40
	Section 2.25	Replacement of Lenders	40
	Section 2.26	[Reserved]	40
	 	 	 
	ARTICLE III CONDITIONS PRECEDENT TO LOANS	41
	Section 3.1	Conditions to Effectiveness	41
	Section 3.2	[Reserved]	44
	Section 3.3	[Reserved]	44
	Section 3.4	Delivery of Documents	44
	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	44
	Section 4.1	Existence; Power	44
	Section 4.2	Organizational Power; Authorization	44
	Section 4.3	Governmental Approvals; No Conflicts	44
	Section 4.4	Financial Statements; Material Adverse Effect	45
	Section 4.5	Litigation and Environmental Matters	45
	Section 4.6	Compliance with Laws and Agreements	45
	Section 4.7	Investment Company Act	45



 



    	 	-i-	



     


    

  


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 4.8	Taxes	46
	Section 4.9	Margin Regulations	46
	Section 4.10	ERISA	46
	Section 4.11	Ownership of Property; Insurance	47
	Section 4.12	Disclosure	47
	Section 4.13	Labor Relations	48
	Section 4.14	Subsidiaries	48
	Section 4.15	Solvency	48
	Section 4.16	Deposit and Disbursement Accounts	48
	Section 4.17	Collateral Documents	48
	Section 4.18	Material Agreements	49
	Section 4.19	Sanctions and Anti-Corruption Laws	49
	Section 4.20	Patriot Act	49
	Section 4.21	Compliance with Healthcare Laws	50
	Section 4.22	HIPAA/HITECH Compliance	52
	Section 4.23	Reimbursement	53
	Section 4.24	Fraud and Abuse	53
	Section 4.25	Existing Lien	54
	Section 4.26	EEA Financial Institutions; Other Regulations	54
	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS	54
	Section 5.1	Financial Statements and Other Information	54
	Section 5.2	Notices of Material Events	56
	Section 5.3	Existence; Conduct of Business	58
	Section 5.4	Compliance with Laws	58
	Section 5.5	Payment of Obligations	58
	Section 5.6	Books and Records	58
	Section 5.7	Visitation and Inspection	59
	Section 5.8	Maintenance of Properties; Insurance	59
	Section 5.9	Use of Proceeds; Margin Regulations	59
	Section 5.10	Casualty and Condemnation	60
	Section 5.11	Cash Management	60
	Section 5.12	Additional Subsidiaries and Collateral	61
	Section 5.13	Additional Real Estate; Leased Locations	62
	Section 5.14	Further Assurances	62
	Section 5.15	Healthcare Matters	62
	Section 5.16	Post-Closing Covenants	63
	Section 5.17	Existing Lien Credit Enhancements	63
	Section 5.18	Existing Lien Loan Documents	63
	 	 	 
	ARTICLE VI FINANCIAL COVENANTS	63
	 	 	 
	ARTICLE VII NEGATIVE COVENANTS	64
	Section 7.1	Indebtedness and Disqualified Capital Stock	64
	Section 7.2	Liens	67
	Section 7.3	Fundamental Changes	69
	Section 7.4	Investments, Loans	69
	Section 7.5	Restricted Payments	70


 




    	 	-ii-	 



     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 7.6	Sale of Assets	71
	Section 7.7	Transactions with Affiliates	72
	Section 7.8	Restrictive Agreements	72
	Section 7.9	Sale and Leaseback Transactions	73
	Section 7.10	Hedging Transactions	73
	Section 7.11	Amendment to Material Documents	73
	Section 7.12	Accounting Changes	73
	Section 7.13	Government Regulation	73
	Section 7.14	Health Care Matters	74
	Section 7.15	ERISA	74
	Section 7.16	[Reserved]	74
	Section 7.17	Anti-Cash Hoarding	74
	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT	74
	Section 8.1	Events of Default	74
	Section 8.2	Application of Proceeds from Collateral	77
	 	 	 
	ARTICLE IX THE ADMINISTRATIVE AGENT	78
	Section 9.1	Appointment of the Administrative Agent	78
	Section 9.2	Nature of Duties of the Administrative Agent	79
	Section 9.3	Lack of Reliance on the Administrative Agent	79
	Section 9.4	Certain Rights of the Administrative Agent	79
	Section 9.5	Reliance by the Administrative Agent	79
	Section 9.6	The Administrative Agent in its Individual Capacity	80
	Section 9.7	Successor Administrative Agent	80
	Section 9.8	Withholding Tax	80
	Section 9.9	The Administrative Agent May File Proofs of Claim	81
	Section 9.10	Authorization to Execute Other Loan Documents	81
	Section 9.11	Collateral and Guaranty Matters	81
	Section 9.12	[Reserved]	82
	Section 9.13	Right to Realize on Collateral and Enforce Guarantee	82
	Section 9.14	[Reserved]	82
	Section 9.15	ABDC INTERCREDITOR AGREEMENT	82
	Section 9.16	PRIMING/EXISTING LIEN INTERCREDITOR AGREEMENT	83
	 	 	 
	ARTICLE X MISCELLANEOUS	83
	Section 10.1	Notices	83
	Section 10.2	Waiver; Amendments	85
	Section 10.3	Expenses; Indemnification	87
	Section 10.4	Successors and Assigns	89
	Section 10.5	Governing Law; Jurisdiction; Consent to Service of Process	92
	Section 10.6	WAIVER OF JURY TRIAL	93
	Section 10.7	Right of Set-off	93
	Section 10.8	Counterparts; Integration	93
	Section 10.9	Survival	94
	Section 10.10	Severability	94
	Section 10.11	Confidentiality	94
	Section 10.12	Interest Rate Limitation	95


 




    	 	-iii-	 



     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 10.13	Waiver of Effect of Corporate Seal	95
	Section 10.14	Patriot Act	95
	Section 10.15	No Advisory or Fiduciary Responsibility	95
	Section 10.16	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	96


 




    	 	-iv-	 



     


    

 


Table
of Contents


(continued)


 


		 	 	Page
	 	 	 	 
	Schedules	 	 	 
	 	 	 	 
	Schedule I	-	Commitment Amounts	 
	Schedule II	-	Competitors	 
	Schedule 1.1	-	Existing Lien Letter of Credit 	 2
	Schedule 4.11(a)	-	Real Estate	 3
	Schedule 4.11(c)	-	Insurance	15
	Schedule 4.14	-	Subsidiaries	16
	Schedule 4.16	-	Permitted Third Party Banks; Deposit and
    Disbursement Accounts	 18
	Schedule 4.18	-	Material Agreements	20
	Schedule 4.21(a)	-	Healthcare Matters	21
	Schedule 4.21(g)	-	Health Care Audits	45
	Schedule 4.23(a)	-	Company Reimbursement Approval Compliance	46
	Schedule 5.16	-	Post-Closing Covenants	47
	Schedule 7.1	-	Existing Indebtedness	48
	Schedule 7.2	-	Existing Closing Date Liens	 49
	Schedule 7.4	-	Existing Investments	 55
	Schedule 7.7	-	Existing Transactions with Affiliates	 58
	 	 	 	 
	Exhibits	 	 	 
	 	 	 	 
	Exhibit A	-	Form of Assignment and Assumption	 
	Exhibit B	-	Form of Guaranty and Security Agreement	 
	Exhibit C	-	Form of Priming/Existing Lien Intercreditor
    Agreement 	 
	Exhibit D	-	Form of ABDC Intercreditor Agreement	 
	Exhibit 2.3	-	Form of Notice of Borrowing	 
	Exhibit 3.1(b)(ii)	-	Form of Secretary’s Certificate	 
	Exhibit 3.1(b)(v)	-	Form of Closing Date Certificate	 
	Exhibit 5.1(c)	-	Form of Compliance Certificate	 


 




    	 	-v-	 



     


    

 





priming
CREDIT AGREEMENT


 


THIS PRIMING CREDIT
AGREEMENT (this “Agreement”) is made and entered into as of January 6, 2017, by and among BIOSCRIP, INC.,
a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from
time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for itself
and the Lenders (the “Administrative Agent”).


 


WITNESSETH:


 


WHEREAS, the Borrower
has requested that the Lenders establish a $25,000,000 revolving credit facility in favor of the Borrower; and


 


WHEREAS, subject
to the terms and conditions of this Agreement, the Lenders, to the extent of their respective Commitments as defined herein, are
willing severally to establish the revolving credit facility in favor of the Borrower;


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders and the Administrative Agent
agree as follows:


 


ARTICLE
I



DEFINITIONS; CONSTRUCTION


 


Section 1.1          Definitions.
In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be
equally applicable to both the singular and plural forms of the terms defined):


 


“ABDC”
shall mean AmerisourceBergen Drug Corporation, a Delaware corporation.


 


“ABDC Obligations”
shall mean all obligations of the Loan Parties or any of their Subsidiaries owing to ABDC under the ABDC Prime Vendor Agreement
and any other agreement, instrument, certificate or other document pursuant to which any Loan Party or any Subsidiary of a Loan
Party grants (or purports to grant) in favor of ABDC a security interest in or a Lien on any property of such Loan Party or such
Subsidiary now or at any time hereafter to secure such obligations.


 


“ABDC Intercreditor
Agreement” shall mean that certain Amended and Restated Intercreditor Agreement dated as of the date hereof by and between
the Administrative Agent, the Existing Lien Agent and ABDC, substantially in the form of Exhibit D attached hereto, as amended,
restated, supplemented or otherwise modified from time to time in accordance therewith and herewith.


 


“ABDC Lien”
shall mean the Lien of ABDC on the Inventory and Accounts of Borrower and its Subsidiaries and the products and proceeds thereof,
as described more particularly and defined in the definition of “Second Priority Collateral” (as defined in the ABDC
Intercreditor Agreement) and, in all events, subject to the provisions of the ABDC Intercreditor Agreement.


 


“ABDC Prime Vendor
Agreement” shall mean that certain Prime Vendor Agreement dated as of July 1, 2009 by and among the Borrower and ABDC,
as amended by that certain First Amendment dated as of March 25, 2010, that certain Second Amendment dated as of June 1, 2010,
that certain Third Amendment dated as of August 1, 2010, that certain Fourth Amendment dated as of May 1, 2011, that certain Fifth
Amendment dated as of January 1, 2012, that certain Sixth Amendment dated as of September 1, 2012, that certain Seventh Amendment
dated as of December 1, 2012, and that certain Eighth Amendment dated as of April 1, 2013, and as the same may be further amended,
restated, supplemented, waived, extended, refinanced, replaced or otherwise modified from time to time in a manner not prohibited
by the ABDC Intercreditor Agreement.


 




     


     


    

 


“Accepting Lenders”
shall have the meaning set forth in Section 10.2(c).


 


“Account Control
Agreement” shall mean any agreement by and among a Loan Party, the Administrative Agent and a depositary bank or securities
intermediary at which such Loan Party maintains a Controlled Account, that, in each case, complies with all Requirements of Law
and is otherwise in form and substance reasonably satisfactory to the Administrative Agent.


 


“Accreditation”
shall mean, collectively, all accreditations, approvals or other rights issued by any health care accrediting agency including
the Joint Commission, Accreditation Commission for Health Care, National Quality Forum and Community Health Accreditation Program.


 


“Acquisition”
shall mean (a) any Investment by the Borrower or any of its Subsidiaries in any other Person organized in the United States (with
substantially all of the assets of such Person and its Subsidiaries located in the United States), pursuant to which such Person
shall become a Subsidiary of the Borrower or any of its Subsidiaries or shall be merged with the Borrower or any of its Subsidiaries
or (b) any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person (other than a Subsidiary of the Borrower)
that constitute all or substantially all of the assets of such Person or a division or business unit of such Person, whether through
purchase, merger or other business combination or transaction (and substantially all of such assets, division or business unit
are located in the United States). With respect to a determination of the amount of an Acquisition, such amount shall include all
consideration (including any deferred payments, but excluding any earn-out or other contingent consideration that is based upon
the achievement of future financial or operational criteria and that has not yet been earned in accordance with the terms of the
applicable agreements governing such Acquisition) set forth in the applicable agreements governing such Acquisition as well as
the principal amount of any Indebtedness assumed by any Loan Party in connection therewith.


 


“Administrative
Agent” shall have the meaning set forth in the introductory paragraph hereof.


 


“Administrative
Questionnaire” shall mean, with respect to each Lender, an administrative questionnaire in the form provided by the Administrative
Agent and submitted to the Administrative Agent duly completed by such Lender.


 


“Affiliate”
shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled
by, or is under common Control with, such Person. For the purposes of this definition, “Control” shall mean the power,
directly or indirectly, to direct or cause the direction of the management and policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise. For purposes of Section 7.7, “Control” shall also include
the power, directly or indirectly, to vote 10% or more of the securities having ordinary voting power for the election of directors
(or persons performing similar functions) of a Person. The terms “Controlled by” and “under common Control with”
have the meanings correlative thereto.


 


“Aggregate Revolving
Commitment Amount” shall mean the aggregate principal amount of the Aggregate Revolving Commitments. On the Closing Date,
the Aggregate Revolving Commitment Amount is $25,000,000.


 




    	 	2	 



     


    

 


“Aggregate Revolving
Commitments” shall mean, collectively, all Revolving Commitments of all Lenders at any time outstanding.


 


“Anti-Terrorism
Order” shall mean Executive Order 13224, signed by President George W. Bush on September 23, 2001.


 


“Applicable Lending
Office” shall mean, for each Lender, the “Lending Office” of such Lender (or an Affiliate of such Lender)
designated for such Loan in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or such
Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office
by which its Loans are to be made and maintained.


 


“Approved Fund”
shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed
by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Assignment and
Assumption” shall mean an assignment and assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit
A attached hereto or any other form approved by the Administrative Agent.


 


“Available Amount”
shall mean, at any time (the “Reference Date”) an amount, not less than zero, equal to the sum of (a) the cumulative
portion of Excess Cash Flow for the period commencing on the Closing Date and ending on the Reference Date which has not been and
is not required to be used to prepay the Obligations pursuant to Section 2.12(c) minus (b) the aggregate amount of any cash
dividends, distributions, and share repurchases made by the Borrower pursuant to Section 7.5(g) after the Closing Date and
prior to the Reference Date.


 


“Bail-In Action”
shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule.


 


“Beneficial Owner”
shall mean, with respect to any amount paid hereunder or under any other Loan Document, the Person that is the beneficial owner,
for U.S. federal income tax purposes, of such payment.


 


“Borrower”
shall have the meaning set forth in the introductory paragraph hereof.


 


“Borrowing”
shall mean a borrowing consisting of Loans.


 


“Business Day”
shall mean any day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or required
by law to close.


 


“Capital Expenditures”
shall mean, for any period, without duplication, (i) the additions to property, plant and equipment and other capital expenditures
of the Borrower and its Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrower
for such period prepared in accordance with GAAP and (ii) Capital Lease Obligations incurred by the Borrower and its Subsidiaries
during such period.


 




    	 	3	 



     


    

 


“Capital Lease
Obligations” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or
other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required
to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Capital Stock”
shall mean all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless
of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting,
including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act).


 


“Cash Collateralize”
shall mean, in respect of any obligations, to provide and pledge (as a first priority perfected security interest) cash collateral
for such obligations in Dollars with the Existing Lien Agent pursuant to documentation in form and substance reasonably satisfactory
to the Existing Lien Agent (and “Cash Collateralized” and “Cash Collateralization” have the
corresponding meanings).


 


“Cash Equivalents”
shall mean (i) direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency
thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition;
(ii) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year
or less from the date of acquisition issued by any commercial bank organized under the laws of the United States or any state thereof
having combined capital and surplus of not less than $500,000,000; (iii) commercial paper of an issuer rated at least A-1 by S&P
or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating
agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition;
(iv) fully collateralized repurchase obligations of any commercial bank satisfying the requirements of clause (ii) of this definition,
having a term of not more than thirty days with respect to securities issued or fully guaranteed or insured by the United States
government; (v) marketable securities with maturities of one year or less from the date of acquisition issued or fully guaranteed
by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state,
commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as
the case may be) are rated at least A-1 by S&P or P-1 by Moody’s; (vi) securities with maturities of one year or less
from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements
of clause (ii) of this definition; (vii) shares of money market mutual or similar funds which invest exclusively in assets satisfying
the requirements of any of clauses (i) through (vi) of this definition; and (viii) other short-term investments utilized by Foreign
Subsidiaries in accordance with the normal investment practices for cash management in investments of a type analogous to the foregoing.


 


“CFC Subsidiary”
shall mean any Subsidiary of the Borrower that is organized under the laws of the United States or any state or district thereof
and substantially all of the assets of which consist (directly, or indirectly through one or more disregarded entities) of Capital
Stock of one or more Subsidiaries of the Borrower organized under the laws of a jurisdiction other than the United States or any
state or district thereof.


 




    	 	4	 



     


    

 


“Change in Control”
shall mean the occurrence of one or more of the following events: (i) the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person or “group” (within the meaning of the Exchange Act and the rules of the Securities and
Exchange Commission thereunder as in effect on the date hereof, but excluding any employee benefit plan of such person or its subsidiaries,
or any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan) of 35% or more
of the outstanding shares of the voting equity interests (with equivalent economic interests) of the Borrower; (ii) during any
period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the
Borrower cease to be composed of individuals who are Continuing Directors; (iii) the acquisition by contract or otherwise by any
Person or two or more Persons acting in concert, or the entering into of a contract or arrangement by any Person or two or more
Persons acting in concert that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly
or indirectly, beneficially or of record, a controlling influence over the management or policies of the Borrower, or control over
35% or more of the outstanding shares of the voting equity interests (with equivalent economic interests) of the Borrower, (iv)
the Borrower shall cease to directly or indirectly own, free and clear of all Liens (except those created under the Collateral
Documents, the Existing Lien Collateral Documents, and non-consensual Liens that arise by operation of law), 100% of the outstanding
Capital Stock of each of its Subsidiaries (whether acquired or formed before or after the Closing Date), and all voting rights
and economic interests with respect thereto, other than pursuant to a transaction that is not prohibited hereunder, or (v) the
occurrence of a “Change in Control” (or any comparable term) under, and as defined in, the Existing Lien Credit Agreement
or any document or agreement evidencing any Material Indebtedness.


 


“Change in Law”
shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement, (ii) any change in any
applicable law, rule or regulation, or any change in the interpretation, implementation or application thereof, by any Governmental
Authority after the date of this Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office) (or, for purposes
of Section 2.18(b), by the Parent Company of such Lender, if applicable) with any request, guideline or directive (whether
or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided
that for purposes of this Agreement, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Closing Date”
shall mean the date on which the conditions precedent set forth in Section 3.1 have been satisfied or waived in accordance
with Section 10.2 and the initial Loans are funded to the Borrower hereunder.


 


“CMS”
shall mean the Centers for Medicare and Medicaid Services, formerly known as the Health Care Financing Administration or HCFA,
and any successor thereto.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time, any successor statute, and the regulations
promulgated and rulings issued thereunder.


 


“Collateral”
shall mean all “Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties, but shall
exclude any Excluded Property. For the avoidance of doubt, Collateral shall also exclude the Existing Lien LC Cash Collateral Account.


 




    	 	5	 



     


    

 


“Collateral Access
Agreement” shall mean each landlord waiver or bailee agreement granted to, and in form and substance reasonably acceptable
to, the Administrative Agent.


 


“Collateral Documents”
shall mean, collectively, the Guaranty and Security Agreement, any Real Estate Documents, the Account Control Agreements, the Government
Receivables Account Agreements, the Information and Collateral Disclosure Certificate, all Copyright Security Agreements, all Patent
Security Agreements, all Trademark Security Agreements, all Collateral Access Agreements, all assignments of key man life insurance
policies and all other instruments and agreements now or hereafter securing or perfecting the Liens securing the whole or any part
of the Obligations or any Guarantee thereof, all UCC financing statements, fixture filings and stock powers, and all other documents,
instruments, agreements and certificates executed and delivered by any Loan Party to the Administrative Agent and the Lenders in
connection with the foregoing.


 


“Commitment”
shall mean a Revolving Commitment.


 


“Commodity Exchange
Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


“Company Accreditation”
shall have the meaning set forth in Section 4.22(c).


 


“Company Reimbursement
Approval” shall have the meaning set forth in Section 4.23(a).


 


“Company Regulatory
Filings” shall have the meaning set forth in Section 4.22(e).


 


“Competitor”
shall mean any Person set forth on Schedule II.


 


“Compliance Certificate”
shall mean a certificate from a Responsible Officer of the Borrower in substantially the form of, and containing the certifications
set forth in, the certificate attached hereto as Exhibit 5.1(c).


 


“Consolidated
EBITDA” shall mean, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated
Net Income for such period plus (ii) to the extent deducted in determining Consolidated Net Income for such period, and in each
case without duplication and as determined in accordance with GAAP, (a) Consolidated Interest Expense, (b) income tax expense (including
any franchise taxes imposed in lieu of income taxes and taxes based on profit or capital) determined on a consolidated basis, (c)
depreciation and amortization (including amortization of intangibles and goodwill) determined on a consolidated basis, (d) fees,
out of pocket costs and expenses incurred in connection with dispositions, Investments, issuances of Indebtedness (including the
Obligations) or Capital Stock and Capital Expenditures (whether or not successfully consummated) to the extent not prohibited hereunder,
(e) extraordinary or non-recurring charges, (f) severance costs, retention bonuses and other similar compensation payments made
to employees of any Loan Party, (g) non-cash charges (including deferred compensation, stock option or employee benefits-based
and other equity-based compensation expenses, in each case, made to employees, consultants and advisors of any Loan Party), (h)
transaction expenses incurred in connection with this Agreement and the transactions contemplated hereby, (i) restructuring charges,
(j) integration and relocation expenses determined and calculated in each case on a basis not inconsistent with historical practice,
(k) prepayment expense, including fees and premiums, incurred in connection with the retirement of existing indebtedness of the
Borrower and its Subsidiaries, (l) fees and expenses paid to the Administrative Agent and the Lenders hereunder and to the Existing
Lien Agent and the Existing Lien Lenders under the Existing Lien Credit Agreement (in each case, to the extent not otherwise included
in the calculation of Consolidated Interest Expense), (m) transaction expenses and integration expenses incurred in connection
with the Acquisition of Home Infusion Solutions, LLC, (n) losses and expenses from discontinued operations, divested joint ventures
and other divested Investments or incurred in connection with the disposal of discontinued operations or the divestiture of joint
ventures and other Investments, (o) expenses incurred in connection with the settlement of any litigation or claim involving any
Loan Party (so long as, with respect to each such litigation or claim, such expenses exceed $100,000); provided, however,
any such amount added back pursuant to this clause (o) shall not exceed $6,300,000 in the aggregate (including related legal fees
not to exceed $500,000) over the term of this Agreement and (p) the cumulative effect of a change in accounting principles.


 




    	 	6	 



     


    

 


“Consolidated
Senior Secured Net Leverage Ratio” shall mean, as of any date, the ratio of (i) Consolidated Total Net Debt (other than
any Consolidated Junior Indebtedness, any Subordinated Debt and any unsecured Indebtedness, in each case, not prohibited hereunder
but in any event, including the Existing Lien Obligations), as of such date to (ii) Consolidated EBITDA for the four consecutive
Fiscal Quarters ending on (A) with respect to calculations of the Consolidated Senior Secured Net Leverage Ratio required by Article
VI, such date and (B) with respect to all other calculations of the Consolidated Senior Secured Net Leverage Ratio, the last
day of the most recent Fiscal Quarter prior to such date for which financial statements have been delivered (or were required to
be delivered) pursuant to Section 5.1(a) or 5.1(b), as applicable.


 


“Consolidated
Interest Expense” shall mean, for the Borrower and its Subsidiaries for any period, determined on a consolidated basis
in accordance with GAAP, the sum of (i) total interest expense, (including, without limitation and without duplication, (a) the
interest component of any payments in respect of Capital Lease Obligations, capitalized or expensed during such period (whether
or not actually paid during such period), (b) any premium or penalty payable in connection with the payment of make-whole amounts
or other prepayment premiums payable in connection with any Indebtedness of the Borrower or any of its Subsidiaries, (c) all commissions,
discounts and other fees and charges owed in respect of interest rates to the extent such net costs are allocable to such period
in accordance with GAAP, (d) any interest accrued during such period in respect of Indebtedness of the Borrower or any Subsidiary
that is required to be capitalized rather than paid in cash, (e) interest paid or payable with respect to discontinued operations
and (f) the interest portion of any deferred payment obligations) plus (ii) the net amount payable (or minus the
net amount receivable) with respect to Hedging Transactions during such period (whether or not actually paid or received during
such period).


 


“Consolidated
Junior Indebtedness” shall mean, as of any date, the aggregate stated principal amount of all Indebtedness of the Borrower
and its Subsidiaries, measured on a consolidated basis as of such date, secured by Liens that are junior in priority to the Liens
securing the Obligations.


 


“Consolidated
Net Income” shall mean, for the Borrower and its Subsidiaries for any period, the net income (or loss) of the Borrower
and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the
extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains or losses attributable to write-ups
or write-downs of assets (including any reappraisal or revaluation of assets (including intangibles, goodwill and deferring financing
costs)), or the sale of assets (other than the sale of assets in the ordinary course of business), (iii) any interest of the
Borrower or any Subsidiary of the Borrower in the unremitted or undistributed earnings of any Person in which the Borrower or any
Subsidiary of the Borrower has an equity interest but that is not a Subsidiary, (iv) any income (or loss) of any Person accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary or the date that
such Person’s assets are acquired by the Borrower or any Subsidiary, (v) any income (or loss) for such period attributable
to the early extinguishment of Indebtedness, (vi) any interest of the Borrower or any Subsidiary of the Borrower in the unremitted
or undistributed earnings of any Subsidiary of the Borrower or another Subsidiary of the Borrower to the extent that such remittance
or distribution of earnings is not prohibited by the organizational documents of such Subsidiary, contractual restrictions applicable
to such Subsidiary, or by applicable Requirements of Law, and (vii) any unrealized income (or loss) in respect of Hedging Obligations.


 




    	 	7	 



     


    

 


“Consolidated
Total Assets” shall mean, as of any date, the total assets of the Borrower and its Subsidiaries set forth on the consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of the most recently ended Fiscal Quarter for which financial
statements have been delivered (or were required to be delivered) pursuant to Section 5.1(a) or 5.1(b), as applicable,
determined on a consolidated basis in conformity with GAAP.


 


“Consolidated
Total Debt” shall mean, as of any date, the aggregate stated principal amount of all Indebtedness of the Borrower and
its Subsidiaries measured on a consolidated basis as of such date, but excluding (i) Indebtedness of the type described in subsection
(xi) of the definition thereof, (ii) Indebtedness of the type described in Section 7.1(a)(xiii), (iii) the portion of any
earn-out or other deferred or contingent purchase consideration that is based upon the achievement of future financial or operational
criteria and that has not yet been earned in accordance with the terms of the applicable agreements, and (iv) Indebtedness of the
type described in subsection (vi) of the definition thereof (except to the extent of any unreimbursed drawings thereunder).


 


“Consolidated
Total Net Debt” shall mean, as of any date, the sum of (i) Consolidated Total Debt minus (ii) the aggregate amount
of cash and Cash Equivalents included in the consolidated balance sheet of the Borrower and its Subsidiaries as of such date (other
than (a) Restricted Cash and (b) for purposes of calculating the Consolidated Total Net Leverage Ratio or the Consolidated Senior
Secured Net Leverage Ratio, as applicable, the aggregate principal amount of any Indebtedness incurred on the date on which such
ratio is calculated, including any Indebtedness incurred pursuant to Section 7.1(a)(xiv)).


 


“Consolidated
Total Net Leverage Ratio” shall mean, as of any date, the ratio of (i) Consolidated Total Net Debt as of such date to
(ii) Consolidated EBITDA for the four consecutive Fiscal Quarters ending on the last day of the most recent Fiscal Quarter prior
to such date for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.1(a)
or 5.1(b), as applicable.


 


“Continuing Director”
shall mean, with respect to any period, any individuals (A) who were members of the board of directors or other equivalent governing
body of the Borrower on the first day of such period, (B) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body, or (C) whose election or nomination to that board or other equivalent governing
body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body.


 


“Contractual Obligation”
of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument or undertaking under
which such Person is obligated or by which it or any of the property in which it has an interest is bound.


 


“Controlled Account”
shall have the meaning set forth in Section 5.11.


 


“Copyright”
shall have the meaning assigned to such term in the Guaranty and Security Agreement.


 




    	 	8	 



     


    

 


“Copyright Security
Agreement” shall mean any Copyright Security Agreement executed by a Loan Party owning registered Copyrights or applications
for Copyrights in favor of the Administrative Agent for the benefit of the Secured Parties, both on the Closing Date and thereafter.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor
relief Laws of the United States or other applicable jurisdictions from time to time in effect.


 


“Default”
shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.


 


“Default Interest”
shall have the meaning set forth in Section 2.13(c).


 


“Disqualified
Capital Stock” shall mean, with respect to any Person, any Capital Stock that by its terms (or by the terms of any other
Capital Stock into which it is convertible or exchangeable) or otherwise (i) matures (other than as a result of a voluntary redemption
or repurchase by the issuer of such Capital Stock) or is subject to mandatory redemption or repurchase (other than solely for Capital
Stock that is not Disqualified Capital Stock) pursuant to a sinking fund obligation or otherwise (except as a result of a change
of control or asset sale so long as any rights of the holder thereof upon the occurrence of a change of control or asset sale event
shall be subject to the prior payment in full in cash of the Obligations (other than any Obligations which expressly survive termination
and indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and termination
of the Commitments); or (ii) is convertible into or exchangeable or exercisable for Indebtedness or any Disqualified Capital Stock
at the option of the holder thereof; or (iii) may be required to be redeemed or repurchased at the option of the holder thereof
(other than solely for Capital Stock that is not Disqualified Capital Stock), in whole or in part, in each case specified in (i),
(ii) or (iii) above on or prior to the date that is ninety one days after the Maturity Date (as defined in the Existing Lien Credit
Agreement); or (d) provides for scheduled payments of dividends to be made in cash.


 


“Disqualified
Institution” shall mean (a) any Disqualified Lender and (b) any Competitor.


 


“Disqualified
Lender” shall mean each Person previously identified in writing to the Administrative Agent prior to the date hereof
and constituting a “Disqualified Lender” under the Existing Lien Credit Agreement.


 


“Dollar(s)”
and the sign “$” shall mean lawful money of the United States.


 


“Domestic Subsidiary”
shall mean each Subsidiary of the Borrower that is organized under the laws of the United States or any state or district thereof
and which is not a CFC Subsidiary.


 


“EEA Financial
Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member
Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject
to consolidated supervision with its parent.


 


“EEA Member Country”
shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 




    	 	9	 



     


    

 


“EEA Resolution
Authority” shall mean any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Environmental
Indemnity” shall mean each environmental indemnity made by each Loan Party with respect to Real Estate required to be
pledged as Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, in each case in form and substance
reasonably satisfactory to the Administrative Agent.


 


“Environmental
Laws” shall mean all applicable laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,
binding notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority relating in any
way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any
Hazardous Material or to health and safety matters.


 


“Environmental
Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental
investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of
the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (i) any actual or alleged violation
of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(iii) any actual or alleged exposure to any Hazardous Materials, (iv) the Release or threatened Release of any Hazardous Materials
or (v) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time, and any successor statute
and the regulations promulgated and rulings issued thereunder.


 


“ERISA Affiliate”
shall mean any person that for purposes of Title IV of ERISA or Section 412 of the Code would be deemed at any relevant time to
be a “single employer” or otherwise aggregated with the Borrower or any of its Subsidiaries under Section 414(b) or
(c) (or, as relevant, Section 414(m) or (o)) of the Code or Section 4001 of ERISA.


 


“ERISA Event”
shall mean (i) the occurrence of any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan
(other than an event as to which the PBGC has waived the requirement of Section 4043(a) of ERISA that it be notified of such event);
(ii) any failure to make a required contribution to any Plan that would result in the imposition of a lien or other encumbrance
or the provision of security under Section 430 of the Code or Section 303(k) or 4068 of ERISA, or the arising of such a lien or
encumbrance; (iii) there being or arising any “unpaid minimum required contribution” or “accumulated funding
deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title 1 of ERISA),
whether or not waived; (iv) any filing of any request for or receipt of a minimum funding waiver under Section 412 of the Code
or Section 302 of ERISA with respect to any Plan or Multiemployer Plan; (v) any incurrence by the Borrower, any of its Subsidiaries
or any of their respective ERISA Affiliates of any liability under Title IV of ERISA with respect to any Plan or Multiemployer
Plan (other than for premiums due and not delinquent under Section 4007 of ERISA); (vi) any institution of proceedings, or the
occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution of proceedings,
by the PBGC, under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (vii)
any incurrence by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of any liability with respect
to the withdrawal or partial withdrawal from any Multiemployer Plan, or the receipt by the Borrower, any of its Subsidiaries or
any of their respective ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical status under Section
305 of ERISA; (viii) any receipt by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of any notice,
or any receipt by any Multiemployer Plan from the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates
of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (ix) the occurrence of a non-exempt prohibited
transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any Plan such that material
liability would be incurred by the Borrower or any of its Subsidiaries; (x) any filing of a notice of intent to terminate any Plan
if such termination would require material additional contributions in order to be considered a standard termination within the
meaning of Section 4041(b) of ERISA; (xi) any filing under Section 4041(c) of ERISA of a notice of intent to terminate any Plan;
or (xii) the termination of any Plan under Section 4041(c) of ERISA.


 




    	 	10	 



     


    

 


“EU Bail-In Legislation
Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),
as in effect from time to time.


 


“Event of Default”
shall have the meaning set forth in Section 8.1.


 


“Excess Cash Flow”
shall mean, for the Borrower and its consolidated Subsidiaries for any Fiscal Year:


 


(a)          Consolidated
EBITDA for such Fiscal Year,


 


minus


 


(b)          the
sum of the following, without duplication:


 


(i)          the
aggregate amount of all regularly scheduled principal payments of Indebtedness (including the Existing Lien Term B Loans and the
principal component of any Capital Lease Obligations) made during such Fiscal Year (excluding payments in respect of the Revolving
Loans unless there is an equivalent permanent reduction in commitments thereunder);


 


(ii)         the
aggregate amount of all mandatory prepayments or repurchases of Indebtedness for borrowed money (including the Existing Lien Term
B Loans) (other than in connection with any permitted refinancing) made during such Fiscal Year (excluding payments in respect
of the Revolving Loans and the Existing Lien Revolving Loans unless there is an equivalent permanent reduction in commitments thereunder;
provided that there shall be no reduction for any mandatory prepayment of Existing Lien Revolving Loans in connection with
the Existing Lien Amendment) other than any mandatory prepayment required pursuant to Section 2.12(c) and Section 2.12(c)
of the Existing Lien Credit Agreement;


 


(iii)        the
aggregate amount of all voluntary prepayments of Indebtedness for borrowed money (other than the Obligations and the Existing Lien
Obligations on the Closing Date) made during such Fiscal Year (excluding payments in respect of any revolving credit facility unless
there is an equivalent permanent reduction in commitments thereunder);


 


(iv)        Consolidated
Interest Expense paid in cash for such Fiscal Year;


 


(v)          income
taxes (including franchise taxes imposed in lieu of income taxes) paid in cash with respect to such Fiscal Year;


 




    	 	11	 



     


    

 


(vi)        the
aggregate amount paid in cash during such Fiscal Year on account of Capital Expenditures, Investments, and Restricted Payments,
in each case, to the extent not prohibited hereunder (including the amount of all related fees, costs and expenses incurred in
connection therewith) and excluding the portion of any such Capital Expenditure, Investments, or Restricted Payments that is financed
(a) through the incurrence of Indebtedness (other than the Obligations) or (b) with the proceeds of equity issuances or contributions;
provided that, with respect to any Capital Expenditures and other Investments described in this clause (vi), the Borrower
may include in the calculation of Excess Cash Flow for any Fiscal Year the aggregate amount of expenditures that the Borrower or
any of its Subsidiaries becomes legally obligated to make during such Fiscal Year pursuant to a binding contract, committed purchase
order or other binding agreement but that are not actually made in cash during such Fiscal Year so long as (x) such expenditures
are actually made in cash during the following Fiscal Year, (y) the Borrower includes in the certificate required to be delivered
pursuant to Section 2.12(c) a description of such expenditures and a certification that such expenditures will be made during
the following Fiscal Year, and (z) if such expenditures are included in the calculation of Excess Cash Flow for any Fiscal Year,
they may not be included in the calculation of Excess Cash Flow for the following Fiscal Year;


 


(vii)       any
increase in the Working Capital during such period (measured as the excess of such Working Capital at the end of such period over
such Working Capital at the beginning of such period);


 


(viii)      all
other items added back to Consolidated EBITDA pursuant to (and subject to the limitations in) the definition of Consolidated EBITDA
to the extent paid in cash during such Fiscal Year;


 


plus


 


(c)          without
duplication, any decrease in the Working Capital during such period (measured as the excess of such Working Capital at the beginning
of such period over such Working Capital at the end thereof).


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time.


 


“Excluded Account”
shall mean (a) deposit accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit
payments to or for the benefit of any Loan Party’s employees, (b) any other zero balance account or disbursement only account,
(c) deposit accounts specifically and exclusively used for escrowing funds and holding funds in trust, (d) Government Receivables
Accounts, (e) the Existing Lien LC Cash Collateral Account or any deposit account specifically and exclusively used to hold cash
collateral for letters of credit issued to replace Existing Lien Letters of Credit and (f) any other deposit account, securities
account or commodities account, including local or petty cash accounts, which (i) individually does not have an average daily balance
for a period in excess of three (3) Business Days of more than $1,000,000 in cash or investment property on deposit therein or
(ii) collectively with all such other accounts described in this clause (f), does not have an aggregate balance at any time of
more than $3,000,000 in cash or investment property on deposit therein.


 


“Excluded Property”
shall have has the meaning specified in the Guaranty and Security Agreement.


 




    	 	12	 



     


    

 


“Excluded Swap
Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the
Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at
the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation;
provided, that, for the avoidance of doubt, in determining whether any Guarantor is an “eligible contract participant”
under the Commodity Exchange Act, the keepwell agreement set forth in Section 10.19 of the Guaranty and Security Agreement shall
be taken into account. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall
apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is
or becomes illegal. For purposes of this definition, the term “Swap Obligations” shall mean any obligation to
pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section
1a(47) of the Commodity Exchange Act.


 


“Excluded Taxes”
shall mean, with respect to any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes that are (i) imposed on (or measured by) the Recipient’s (or Beneficial Owner’s) net income by the
United States, or by the jurisdiction under the laws of which such Recipient (or Beneficial Owner) is organized or in which its
principal office is located or, in the case of any Lender, in which its Applicable Lending Office is located or (ii) Other Connection
Taxes, (b) any branch profits taxes imposed by the United States or any similar taxes that are imposed by any other jurisdiction
in which such Recipient (or Beneficial Owner) is located, (c) in the case of any U.S. federal withholding taxes that are imposed
on amounts payable to any Recipient (or Beneficial Owner) at the time such Recipient (or Beneficial Owner) becomes a Recipient
(or Beneficial Owner) under this Agreement or designates a new lending office, except in each case to the extent that amounts with
respect to such taxes were payable either (i) to such Recipient’s (or Beneficial Owner’s) assignor immediately before
such Recipient (or Beneficial Owner) became a Recipient (or Beneficial Owner) under this Agreement, or (ii) to such Recipient (or
Beneficial Owner) immediately before it designated a new lending office, (d) any taxes that are attributable to a Recipient’s
(or Beneficial Owner’s) failure to comply with Section 2.20(f), or (e) any Taxes imposed under FATCA.


 


“Existing Lien
Agent” shall have the meaning assigned to the term “Administrative Agent” in the Existing Lien Credit Agreement.


 


“Existing Lien
Amendment” shall have the meaning set forth in the definition of “Existing Lien Credit Agreement”.


 


“Existing Lien
Collateral Documents” shall have the meaning assigned to the term “Collateral Documents” in the Existing
Lien Credit Agreement.


 


“Existing Lien
Credit Agreement” shall mean that certain Credit Agreement dated as of July 31, 2013, by and among the Borrower, the
lenders and other financial institutions party thereto from time to time and SunTrust Bank, in its capacity as administrative agent
thereunder, as the same has been amended, will be amended on the date hereof pursuant to the Sixth Amendment to Credit Agreement
dated as of the date hereof (the “Existing Lien Amendment”), and may be further amended, restated, supplemented,
waived, extended, refinanced, replaced or otherwise modified from time to time in accordance with the Priming/Existing Lien Intercreditor
Agreement (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders
or otherwise, and whether provided under the original Existing Lien Credit Agreement or one or more other credit agreements or
otherwise, unless such agreement, instrument or other document expressly provides that it is not intended to be and is not the
Existing Lien Credit Agreement).


 




    	 	13	 



     


    

 


“Existing Lien
LC Cash Collateral Account” shall have the meaning set forth in Section 3.1(d).


 


“Existing Lien
Lenders” shall mean the “Lenders” under and as defined in the Existing Lien Credit Agreement.


 


“Existing Lien
Letter of Credit” shall mean any stand-by letter of credit issued pursuant to the Existing Lien Credit Agreement for
the account of the Borrower. Schedule 1.1 sets forth each of the outstanding Existing Lien Letters of Credit described by
applicant, date of issuance, letter of credit number, amount, beneficiary and date of expiry as of the Closing Date.


 


“Existing Lien
Loan Documents” shall mean the Existing Lien Credit Agreement and the other “Loan Documents” as defined in
the Existing Lien Credit Agreement, in each case, as amended, restated and/or modified from time to time.


 


“Existing Lien
Obligations” shall mean the “Obligations” under and as defined in the Existing Lien Credit Agreement.


 


“Existing Lien
Revolving Loans” shall mean the “Revolving Loans” under and as defined in the Existing Lien Credit Agreement.


 


“Existing Lien
Term B Loans” shall mean the “Term B Loans” under and as defined in the Existing Lien Credit Agreement.


 


“Existing Senior
Notes” shall mean the unsecured 101⁄4% Senior Notes due 2015 issued by the Borrower pursuant to the Existing Senior
Notes Indenture, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Existing Senior
Notes Indenture” shall mean that certain Indenture dated as of March 25, 2010, by and among the Borrower, the guarantors
party thereto, and U.S. Bank National Association, as trustee, as amended, restated, supplemented, or otherwise modified from time
to time.


 


“Existing Senior
Notes Redemption” shall mean the redemption or repurchase in full of all of the Existing Senior Notes, and the satisfaction
and discharge of the Existing Senior Notes Indenture, whether in one or a series of related transactions, including the payment
of any premium, fee, cost or other expense in connection therewith.


 


“Exjade Settlement”
shall mean the Borrower’s payment of an amount equal to $15,000,000, together with applicable interest thereon (plus any
amounts arising out of the Borrower’s obligation to reimburse certain parties for their out of pocket expenses) to settle
certain allegations relating to the prescription drug known as Exjade as described in the Borrower’s Form 8-K filed with
the SEC on or about December 16, 2013.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations with respect thereto
or official administrative interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and
any intergovernmental agreements (or related legislation or official administrative rules or practices) implementing the foregoing.


 




    	 	14	 



     


    

 


“Federal/State
Healthcare Program Account Debtor” shall mean, any account debtor which is (a) the United States of America acting under
the Medicaid/Medicare program established pursuant to the Social Security Act, the Tricare/CHAMPUS Program or any other Federally
sponsored health care program other than the health care programs for which Federal government employees are beneficiaries, (b)
any state or the District of Columbia acting pursuant to a health plan adopted pursuant to a State Medicaid program or (c) any
agent, carrier, administrator or intermediary for any of the foregoing.


 


“Fiscal Quarter”
shall mean any fiscal quarter of the Borrower.


 


“Fiscal Year”
shall mean any fiscal year of the Borrower.


 


“Flood Insurance
Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor
statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto,
(iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the
Flood Insurance Reform Act of 2004 as now or hereafter in effect of any successor statute thereto, in each case, together with
all statutory and regulatory provisions consolidating, amending, replacing, supplementing, implementing or interpreting any of
the foregoing, as amended or modified from time to time.


 


“Foreign Person”
shall mean any Person that is not a U.S. Person.


 


“Foreign Subsidiary”
shall mean each Subsidiary of the Borrower other than a Domestic Subsidiary.


 


“GAAP”
shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms
of Section 1.3.


 


“Governmental
Authority” shall mean the government of the United States, any other nation or any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including, without
limitation, CMS.


 


“Governmental
Payors” shall mean Medicare, Medicaid, CHAMPUS, CHAMPVA, TRICARE, Veteran’s Administration or any other Governmental
Authority or quasi-public agency providing funding for healthcare services.


 


“Governmental
Payor Arrangements” shall mean arrangements, plans or programs with Governmental Payors for payment or reimbursement
in connection with health care services, products or supplies.


 


“Government Receivables
Account” shall have the meaning set forth in Section 5.11(e).


 


“Government Receivables
Account Agreement” shall have the meaning set forth in Section 5.11(e).


 




    	 	15	 



     


    

 


“Guarantee”
of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation or (iv) as an account party in respect of any letter of credit
or letter of guaranty issued in support of such Indebtedness or obligation; provided that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall
be deemed to be an amount equal to the stated or determinable principal amount of the primary obligation in respect of which such
Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming
such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used
as a verb has a corresponding meaning.


 


“Guarantor”
shall mean each of the Subsidiary Loan Parties.


 


“Guaranty and
Security Agreement” shall mean the Priming Guaranty and Security Agreement, dated as of the date hereof and substantially
in the form of Exhibit B, made by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.


 


“Hazardous Materials”
shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Health Care Audits”
shall have the meaning set forth in Section 4.21(g).


 


“Healthcare Laws”
shall mean, collectively, any and all federal state or local laws, rules, regulations, ordinances and administrative manuals, orders,
guidelines and requirements issued by any Governmental Authority under or in connection with Medicare, Medicaid or any government
payment program or any law governing the licensure of or regulating healthcare providers, professionals, facilities or payors or
otherwise governing or regulating the provision of, or payment for, medical services, including without limitation, The Health
Information Technology for Economic and Clinical Health Act of 2009, Section 1128B of the Social Security Act, as codified at 42
U.S.C. Section 1320a-7(b) (Criminal Penalties Involving Federal Health Care Programs), as amended.


 


“Hedge Termination
Value” shall mean, in respect of any one or more Hedging Transactions, after taking into account the effect of any netting
agreement relating to such Hedging Transactions, (a) for any date on or after the date such Hedging Transactions have been closed
out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Transactions, as determined
based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Transactions
(which may include a Lender or any Affiliate of a Lender).


 




    	 	16	 



     


    

 


“Hedging Transaction”
of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter
entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction,
credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction,
repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other
similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not
any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including
any such obligations or liabilities under any Master Agreement.


 


“HIPAA”
shall mean the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104 191, Aug. 21, 1996, 110 Stat. 1936, and
regulations promulgated pursuant thereto regarding privacy, security and transmission of health information, all as amended from
time to time, and any successor statute and regulations.


 


“HIPAA/HITECH
Compliance Plan” shall have the meaning set forth in Section 4.22.


 


“HIPAA/HITECH
Compliant” shall have the meaning set forth in Section 4.22.


 


“HITECH Act”
shall mean the Health Information Technology for Economic and Clinical Health Act provisions of the American Reinvestment and Recovery
Act of 2009, and regulations promulgated pursuant thereto, all as amended from time to time, and any successor statute and regulations.


 


“Indebtedness”
of any Person shall mean, without duplication, (i) all obligations of such Person for borrowed money (including, without limitation,
the Existing Lien Obligations), (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than current liabilities,
accrued expense obligations and trade payables incurred in the ordinary course of business; provided, that, any such obligation
that is secured by a Lien (including the ABDC Obligations) shall constitute Indebtedness), (iv) all obligations of such Person
under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capital
Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit,
acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in
clauses (i) through (vi) above, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person,
whether or not such Indebtedness has been assumed by such Person (but limited to the lesser of the fair market value of such property
and the outstanding principal amount of such Indebtedness), (ix) all obligations of such Person, contingent or otherwise, to purchase,
redeem, retire or otherwise acquire for value any Disqualified Capital Stock of such Person, (x) all Off-Balance Sheet Liabilities
and (xi) obligations of such Person under any Hedging Obligations (valued at the lesser of the Hedging Termination Value and the
Net Mark-to-Market Exposure thereof). The Indebtedness of any Person shall include the Indebtedness of any partnership or joint
venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness
provide that such Person is not liable therefor. The Indebtedness of any Person shall exclude purchase price holdbacks in respect
of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller.


 


“Indemnified Taxes”
shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation
of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Information and
Collateral Disclosure Certificate” shall have the meaning assigned to such term in the Guaranty and Security Agreement.


 




    	 	17	 



     


    

 


“Intellectual
Property Rights” shall have the meaning assigned to such term in the Guaranty and Security Agreement.


 


“Investments”
shall have the meaning set forth in Section 7.4.


 


“IRS”
shall mean the Internal Revenue Service of the United States.


 


“Lenders”
shall have the meaning set forth in the introductory paragraph hereof and shall include each Lender that joins this Agreement pursuant
to Section 10.4 and each Replacement Lender that joins this Agreement pursuant to Section 2.25.


 


“Licenses”
shall mean any and all licenses (including professional licenses), certificates of need, accreditations, certifications, permits,
franchises, rights to conduct business (by a Governmental Authority or otherwise) and any other governmental authorizations.


 


“Lien”
shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment,
deposit arrangement, or other arrangement having the practical effect of any of the foregoing (including any conditional sale or
other title retention agreement and any capital lease having the same economic effect as any of the foregoing).


 


“Limitation”
shall mean a revocation, suspension, termination, impairment, probation, limitation, non-renewal, forfeiture, restriction, declaration
of ineligibility, loss of status as a participating provider, or the loss of any other rights under any Governmental Payor Arrangement,
Third Party Payor Arrangement, Company Accreditation or License.


 


“Loan Documents”
shall mean, collectively, this Agreement, the Collateral Documents, the Priming/Existing Lien Intercreditor Agreement, the ABDC
Intercreditor Agreement, any other intercreditor agreement or subordination agreement entered into with the Administrative Agent
or any Lender in connection with the Obligations, the Notice of Borrowing, all Compliance Certificates, any promissory notes issued
hereunder, and any and all other instruments, agreements, documents and writings executed by or in favor of the Administrative
Agent or any Lender in connection with any of the foregoing.


 


“Loan Parties”
shall mean the Borrower and the Subsidiary Loan Parties.


 


“Loans”
shall mean all Revolving Loans, in the aggregate or any of them, as the context shall require.


 


“Material Adverse
Effect” shall mean any event, act, condition or occurrence of whatever nature (including any adverse determination in
any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other
event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, that results in a material
adverse change in, or a material adverse effect on, (i) the business, condition (financial or otherwise), operations, liabilities
(contingent or otherwise), or properties of the Borrower and its Subsidiaries on a consolidated basis and taken as a whole, (ii) the
ability of the Loan Parties to perform any of their respective obligations under the Loan Documents, or (iii) the rights and remedies
of the Administrative Agent or the Lenders under any of the Loan Documents (other than solely as a result of any action or inaction
on the part of the Administrative Agent or any other Lender).


 




    	 	18	 



     


    

 


“Material Agreements”
shall mean all agreements, documents, contracts, indentures and instruments pursuant to which a default, breach or termination
thereof would reasonably be expected to result in a Material Adverse Effect.


 


“Material Indebtedness”
shall mean any Indebtedness (other than the Loans) of the Borrower or any of its Subsidiaries individually or in an aggregate committed
or outstanding principal amount exceeding $12,500,000.


 


“Medicaid”
shall mean, collectively, the healthcare assistance program established by Title XIX of the Social Security Act (42 U.S.C., Chapter
7, subchapter XIX, §§1396 et seq.) and all laws, rules, regulations, manuals, orders, guidelines or requirements (whether
or not having the force of law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise
modified from time to time.


 


“Medicare”
shall mean, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security
Act (42 U.S.C., Chapter 7, subchapter XVIII, §§1395 et seq.) and all laws, rules, regulations, manuals, orders or guidelines
(whether or not having the force of law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise
modified from time to time.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc.


 


“Mortgaged Property”
shall mean, individually or collectively, any Real Estate that is subject to a Mortgage.


 


“Mortgage”
shall mean each mortgage, deed of trust, deed to secure debt or other real estate security documents delivered by any Loan Party
to the Administrative Agent from time to time, all in form and substance reasonably satisfactory to the Administrative Agent.


 


“Multiemployer
Plan” shall mean any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, which is contributed
to by (or to which there is or may be an obligation to contribute of) the Borrower, any of its Subsidiaries, or an ERISA Affiliate,
and each such plan for the look-back period during which the Borrower, any of its Subsidiaries, or an ERISA Affiliate continues
to be subject to liability, including contingent liability, for the plan under Title IV of ERISA.


 


“Net Cash Proceeds”
shall mean cash proceeds (including proceeds of any insurance policy) received by any Loan Party, net of (i) customary, reasonable
and documented (in summary form) fees and commissions paid or payable in connection therewith, including reasonable and documented
(in summary form) attorneys’ fees, accountants’ fees, broker’s fees and investment banking fees, (ii) other reasonable,
documented (in summary form) and customary fees and expenses paid or payable in connection therewith to the extend paid or payable
to a Person that is not an Affiliate of the Borrower, (iii) Taxes (including transfer and similar taxes) paid or reasonably estimated
to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements),
to the extent properly attributable to such Prepayment Event, (iv) with respect to Net Cash Proceeds received as a result of a
Prepayment Event under Section 2.12(a), (a) amounts required to be applied to the repayment of Indebtedness secured by a
Lien not prohibited hereunder on any asset which is the subject of such Prepayment Event and prepayment penalties required to be
paid under the terms governing such Indebtedness, (b) reserves required to be established in accordance with GAAP or any applicable
documentation governing any such Prepayment Event, including escrow amounts, indemnification obligations, purchase price adjustments
and other similar retained liabilities, and (c) amounts required to be paid to any party having superior rights to such proceeds
pursuant to clause (ii) of the definition of Requirements of Law and (v) with respect to Net Cash Proceeds received as a result
of a Prepayment Event under Section 2.12(b), underwriting discounts and other customary debt incurrence costs.


 




    	 	19	 



     


    

 


“Net Mark-to-Market
Exposure” of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess
(if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized
losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such
Hedging Obligation as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date), and
“unrealized profits” shall mean the fair market value of the gain to such Person of replacing such Hedging Transaction
as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).


 


“Non-Core Assets”
shall mean the (i) Borrower’s PBM line of business and home health services business (including any Subsidiary principally
engaged in such businesses) and (ii) any other asset or Subsidiary which is not principally involved in the Borrower’s provision
of infusion services.


 


“Non-U.S. Plan”
shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed
to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States
by the Borrower or one or more of its Subsidiaries primarily for the benefit of employees of the Borrower or such Subsidiaries
residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement, or payments to be made upon termination of employment, and which plan is not subject
to ERISA or the Code.


 


“Notice of Borrowing”
shall have the meaning set forth in Section 2.3.


 


“Obligations”
shall mean all amounts owing by the Loan Parties to the Administrative Agent or any Lender pursuant to or in connection with this
Agreement or any other Loan Document or otherwise with respect to any Loan including, without limitation, all principal, interest
(including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization
or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding), reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including
all fees and expenses of counsel to the Administrative Agent and any Lender payable by the Loan Parties pursuant to this Agreement
or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter
arising hereunder or thereunder; provided, however, that with respect to any Guarantor, the Obligations shall not
include any of such Guarantor’s Excluded Swap Obligations.


 


“OFAC”
shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Off-Balance Sheet
Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts
or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not
create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with
respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute
a liability on the balance sheet of such Person.


 


“OSHA”
shall mean the Occupational Safety and Health Act of 1970, as amended from time to time, and any successor statute.


 




    	 	20	 



     


    

 


“Other Connection
Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other Taxes”
shall mean any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made hereunder or under any other Loan Document or from the execution, delivery, performance or enforcement or
registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any
other Loan Document, except any such Taxes imposed with respect to an assignment (other than an assignment described in Section
2.25), participation or other transfer.


 


“Parent Company”
shall mean, with respect to a Lender, the “bank holding company” as defined in Regulation Y, if any, of such Lender,
and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.


 


“Participant”
shall have the meaning set forth in Section 10.4(d).


 


“Participant Register”
shall have the meaning set forth in Section 10.4(d).


 


“Patent”
shall have the meaning assigned to such term in the Guaranty and Security Agreement.


 


“Patent Security
Agreement” shall mean any Patent Security Agreement executed by a Loan Party owning Patents in favor of the Administrative
Agent for the benefit of the Secured Parties, both on the Closing Date and thereafter.


 


“Patriot Act”
shall mean the USA PATRIOT Improvement and Reauthorization Act of 2005 (Pub. L. 109-177 (signed into law March 9, 2006)), as amended
and in effect from time to time.


 


“Payment Office”
shall mean the office of the Administrative Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other
location as to which the Administrative Agent shall have given written notice to the Borrower and the other Lenders.


 


“PBGC”
shall mean the U.S. Pension Benefit Guaranty Corporation, as referred to and defined in ERISA and any successor entity performing
similar functions.


 


“PBM Strategic
Joint Venture” shall mean a Subsidiary Loan Party formed for the purpose of holding certain assets of the Borrower constituting
Borrower’s PBM line of business, in which the Borrower owns Capital Stock thereof with one or more other shareholders.


 


“Permitted Amendments”
shall mean an extension of the Revolving Commitment Termination Date hereunder of the Accepting Lenders and, in connection therewith,
any change in the pricing, including the payment of additional fees to the Accepting Lenders (such change and/or payments to be
in the form of cash, equity interests or other property as agreed by the Borrower and the Accepting Lenders) notwithstanding the
provisions of Sections 2.21 (b) and 2.21(c).


 




    	 	21	 



     


    

 


“Permitted Business”
shall mean owning, operating, managing and maintaining infusion services, home health care, hospice services, respiratory care
services, pharmacy benefit management services, durable medical equipment services, or other healthcare services, in each case,
together with any other businesses as are reasonably related, ancillary or incidental thereto.


 


“Permitted Encumbrances”
shall mean:


 


(i)          Liens
imposed by law for taxes, fees, assessments or other governmental charges which are not yet due or which are being contested in
good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in
accordance with GAAP;


 


(ii)         statutory
Liens of landlords, carriers, warehousemen, mechanics, materialmen and other Liens imposed by law in the ordinary course of business
for amounts not yet delinquent for more than sixty (60) days or which are being contested in good faith by appropriate proceedings
diligently conducted and with respect to which adequate reserves are being maintained in accordance with GAAP;


 


(iii)        pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations;


 


(iv)    
   deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature or to secure liability to insurance carriers, in each
case in the ordinary course of business;


 


(v)         judgment
and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding
that are currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate
reserves are being maintained in accordance with GAAP;


 


(vi)        customary
rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law
of banks or other financial institutions where the Borrower or any of its Subsidiaries maintains deposits (other than deposits
intended as cash collateral) in the ordinary course of business;


 


(vii)       easements,
zoning restrictions, rights-of-way, minor defects in title, and similar encumbrances on Real Estate imposed by law or arising in
the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the
affected property or materially interfere with the ordinary conduct of business of the Borrower and its Subsidiaries taken as a
whole;


 


(viii)      Liens
in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located
in the State of New York, under Section 4-208 of the UCC, or securing reimbursement obligations in respect of documentary letters
of credit or bankers’ acceptances in the ordinary course of business;


 


(ix)        Liens
arising out of consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries
in the ordinary course of business;


 


(x)         Liens
in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with
the importation of goods in the ordinary course of business;


 




    	 	22	 



     


    

 


(xi)        Liens
on insurance policies and the proceeds thereof in favor of the provider of such policies securing the financing of the premiums
with respect thereto;


 


(xii)        leases,
subleases, licenses or sublicences on the property covered thereby, in each case, in the ordinary course of business which do not
(i) materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;


 


(xiii)      any
interest of title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of
business as a tenant and covering only the assets so leased;


 


(xiv)      [reserved];
and


 


(xv)       Liens
evidenced by precautionary UCC financing statements relating to operating leases, bailments and consignments of personal property;


 


provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness for borrowed money.


 


“Permitted Surviving
Debt” shall mean any (i) purchase money Indebtedness with respect to fixed assets and Capital Lease Obligations of the
Borrower and its Subsidiaries, existing on the Closing Date, (ii) Indebtedness permitted under Section 7.1(a)(xiii) of the
Borrower and its Subsidiaries, existing on the Closing Date, and (iii) unsecured intercompany Indebtedness among the Borrower and
its Subsidiaries.


 


“Permitted Third
Party Bank” shall mean any bank or other financial institution with whom any Loan Party maintains (i) a Controlled Account
and with whom an Account Control Agreement has been executed or (ii) a Government Receivables Account and with whom a Government
Receivables Account Agreement has been executed. As of the Closing Date, each of the banks and other financial institutions that
are identified on Schedule 4.16 as an institution at which a Controlled Account or a Government Receivables Account is maintained
by any Loan Party shall be deemed to be a Permitted Third Party Bank.


 


“Person”
shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other
entity, or any Governmental Authority.


 


“Plan”
shall mean any “employee benefit plan” as defined in Section 3 of ERISA (other than a Multiemployer Plan) maintained
or contributed to by (or to which there is or may be an obligation to contribute of) the Borrower, any of its Subsidiaries, or
an ERISA Affiliate, and each such plan for the look-back period during which the Borrower, any of its Subsidiaries, or an ERISA
Affiliate continues to be subject to liability, including contingent liability, for the plan under Title IV of ERISA.


 


“Prepayment Event”
shall mean any sale, lease, assignment, transfer or other disposition by the Borrower or any of its Subsidiaries of any assets
or property pursuant to Section 7.6(e), Section 7.6(f), and Section 7.6(g).


 


“Priming/Existing
Lien Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, between the
Administrative Agent and the Existing Lien Agent, and acknowledged by the Loan Parties, substantially in the form of Exhibit
C attached hereto, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with
the terms hereof and thereof.


 




    	 	23	 



     


    

 


“Profit Plan”
shall mean, for any calendar year, an annual operating plan for the Borrower and its Subsidiaries, on a consolidated basis, setting
forth (i) a statement of all material assumptions on which such annual operating plan is based, (ii) quarterly balance sheets,
income statements and statements of cash flows for such calendar year, (iii) sales, gross profits, operating expenses, operating
profit, cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported
(and in the case of cash flow projections, representing management’s good faith estimates of future financial performance
based on historical performance), and including plans for Capital Expenditures and facilities.


 


“Pro Forma Basis”
shall mean with respect to any Person, business, property or asset sold, transferred or otherwise disposed of, the exclusion from
“Consolidated EBITDA” of the EBITDA (calculated in a manner substantially consistent with the definition of “Consolidated
EBITDA” and giving effect to any adjustments made in accordance with such definition) for such Person, business, property
or asset so disposed of during such period as if such disposition had been consummated on the first day of the applicable period,
in accordance with GAAP.


 


“Projections”
shall mean the Borrower and its Subsidiaries’ forecasted profit and loss statements and cash flow statements, which have
been or shall be prepared in a manner materially consistent with preparation of such Person’s financial statements, together
with appropriate supporting details.


 


“Pro Rata Share”
shall mean (i) with respect to any Commitment or Loan of any Lender at any time, a percentage, the numerator of which shall be
such Lender’s Commitment (or if such Commitment has been terminated or expired or the Loans have been declared to be due
and payable, such Lender’s Revolving Loans), and the denominator of which shall be the sum of all Commitments of all Lenders
(or if such Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Revolving Loans
of all Lenders) and (ii) with respect to all Commitments and Loans of any Lender at any time, the numerator of which shall be such
Lender’s Revolving Commitment (or if such Revolving Commitment has been terminated or expired or the Loans have been declared
to be due and payable, such Lender’s Revolving Loans) and the denominator of which shall be all Lenders’ Revolving
Commitments (or if such Revolving Commitments have been terminated or expired or the Loans have been declared to be due and payable,
all Revolving Loans of all Lenders funded under such Commitments).


 


“Real Estate”
shall have the meaning set forth in Section 4.11(a).


 


“Real Estate Documents”
shall mean, collectively, with respect to any Real Estate, (i) a Mortgage duly executed by each applicable Loan Party, together
with (A) title insurance policies in amounts reasonably satisfactory to the Administrative Agent (but not to exceed 100% of the
fair market value of such Real Estate in any jurisdiction that imposes a material mortgage recording tax or 110% otherwise), current
as-built ALTA/ACSM Land Title surveys certified to the Administrative Agent, zoning letters, building permits and certificates
of occupancy, in each case relating to such Real Estate and reasonably satisfactory in form and substance to the Administrative
Agent, (B) (x) Life of Loan” Federal Emergency Management Agency Standard Flood Hazard determinations, (y) notices, in the
form required under the Flood Insurance Laws, about special flood hazard area status and flood disaster assistance duly executed
by each Loan Party, and (z) if any improved real property encumbered by any Mortgage is located in a special flood hazard area, a
policy of flood insurance that (1) covers such improved real property, (2) is written in an amount not less than the
outstanding principal amount of the Indebtedness secured by such Mortgage reasonably allocable to such real property or the maximum
limit of coverage made available with respect to the particular type of property under the Flood Insurance Laws, whichever is less,
and (3) is otherwise on terms satisfactory to the Administrative Agent and, (C) evidence that counterparts of such Mortgages
have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent,
to create a valid and enforceable first priority Lien (subject to Permitted Encumbrances and Specified Permitted Liens) on such
Real Estate in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may
be required or desired under local law), (D) an opinion of counsel in each state in which such Real Estate is located in form and
substance and from counsel reasonably satisfactory to the Administrative Agent, (E) a duly executed Environmental Indemnity with
respect thereto, and (F) such other reports, documents, instruments and agreements as the Administrative Agent shall reasonably
request, each in form and substance reasonably satisfactory to Administrative Agent.


 




    	 	24	 



     


    

 


“Recipient”
shall mean, as applicable, (a) the Administrative Agent and (b) any Lender.


 


“Regulation D”
shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to
time, and any successor regulations.


 


“Regulation T”
shall mean Regulation T of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to
time, and any successor regulations.


 


“Regulation U”
shall mean Regulation U of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to
time, and any successor regulations.


 


“Regulation X”
shall mean Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to
time, and any successor regulations.


 


“Regulation Y”
shall mean Regulation Y of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to
time, and any successor regulations.


 


“Reimbursement
Approvals” shall mean any and all certifications, provider or supplier numbers, provider or supplier agreements (including
Medicaid provider or supplier numbers, Medicaid provider or supplier agreements, Medicare provider or supplier numbers, and Medicare
provider or supplier agreements), participation agreements, Accreditations, and/or any other agreements with or approvals by Medicaid,
Medicare, CHAMPUS, CHAMPVA, TRICARE, Veteran’s Administration and any other Governmental Authority or quasi-public agency,
Blue Cross/Blue Shield, any and all managed care plans and organizations, including Medicare Advantage plans, Medicare Part D prescription
drug plans, health maintenance organizations and preferred provider organizations, private commercial insurance companies, employee
assistance programs and/or any other governmental or third party arrangements, plans or programs for payment or reimbursement in
connection with health care services, products or supplies.


 


“Related Parties”
shall mean, with respect to any specified Person, such Person’s Affiliates and the respective managers, administrators, trustees,
partners, directors, officers, employees, agents, advisors, legal counsel, consultants or other representatives of such Person
and such Person’s Affiliates.


 


“Release”
shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching
or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within
any building, structure, facility or fixture.


 




    	 	25	 



     


    

 


“Required Lenders”
shall mean, at any time, Lenders holding more than 50% of the aggregate outstanding Revolving Commitments at such time or, if the
Lenders have no Revolving Commitments outstanding, then Lenders holding more than 50% of the aggregate outstanding Revolving Loans
at such time.


 


“Requirement of
Law” for any Person shall mean (i) the articles or certificate of incorporation, bylaws, partnership certificate and
agreement, or limited liability company certificate of organization and agreement, as the case may be, and other organizational
and governing documents of such Person, and (ii) any law, treaty, rule or regulation, or determination of a Governmental Authority,
including, without limitation any Healthcare Laws, in each case applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.


 


“Responsible Officer”
shall mean any of the president, the chief executive officer, the chief operating officer, the chief financial officer, the general
counsel, the treasurer or a vice president of the Borrower or such other representative of the Borrower as may be designated in
writing by any one of the foregoing with the consent of the Administrative Agent (such consent not to be unreasonably withheld,
conditioned or delayed). With respect to any Person that is a limited liability company or a limited partnership, such Person’s
managing member, sole member, sole manager or general partner, as the case may be, shall constitute a Responsible Officer.


 


“Restricted Cash”
shall mean, as of any date, all cash and Cash Equivalents held by the Borrower and its Subsidiaries that are legally or contractually
restricted from being used to repay general obligations of the Borrower or any Subsidiary of the Borrower (including the Obligations)
(provided that the terms of this Agreement, the other Loan Documents and the Existing Lien Loan Documents shall not be deemed
to contractually restrict the use of cash and Cash Equivalents by the Borrower and its Subsidiaries) or are otherwise subject to
a Lien (except Liens created under the Collateral Documents, the Existing Lien Collateral Documents and non-consensual Liens that
arise by operation of law).


 


“Restricted Payment”
shall mean, for any Person, (i) any dividend or distribution on any class of its Capital Stock, or (ii) any payment on account
of, or the setting aside of assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance
or other acquisition of (a) any shares of its Capital Stock, (b) any Subordinated Debt, (c) any options, warrants or other rights
to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding, or (d) any payment of management or
similar fees.


 


“Revolving Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans to the Borrower in an aggregate
principal amount not exceeding the amount set forth with respect to such Lender on Schedule II, or, in the case of a Person
becoming a Lender after the Closing Date, the amount of the assigned “Revolving Commitment” as provided in the Assignment
and Assumption executed by such Person as an assignee, or the joinder executed by such Person, in each case as such commitment
may subsequently be increased or decreased pursuant to the terms hereof.


 


“Revolving Commitment
Termination Date” shall mean the earliest of (i) July 31, 2018, (ii) the date on which the Revolving Commitments are
terminated pursuant to Section 2.8 and (iii) the date on which all amounts outstanding under this Agreement have been declared
or have automatically become due and payable (whether by acceleration or otherwise).


 


“Revolving Credit
Lenders” shall mean, at any time, Lenders who have Revolving Commitments or who hold Revolving Loans.


 


“Revolving Loan”
shall mean a loan made by a Lender to the Borrower under its Revolving Commitment.


 




    	 	26	 



     


    

 


“Routine Payor
Audit” shall mean any payor audit conducted by a Governmental Authority or a Third Party Payor so long as the potential
liability under such payor audit does not exceed $200,000 for each such payor audit.


 


“S&P”
shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.


 


“Sanctioned Country”
shall mean, at any time, a country, region or territory that is, or whose government is, the subject or target of any Sanctions.


 


“Sanctioned Person”
shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S.
Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person located, organized
or resident in a Sanctioned Country or (c) any Person controlled by any such Person.


 


“Sanctions”
shall mean economic or financial sanctions or trade embargoes administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union
or Her Majesty’s Treasury of the United Kingdom.


 


“Secured Parties”
shall mean the Administrative Agent and the Lenders.


 


“Senior Notes”
shall mean the unsecured 8.875% Senior Notes due 2021 issued by the Borrower pursuant to the Senior Notes Indenture, as amended,
restated, supplemented, or otherwise modified from time to time.


 


“Senior Notes
Indenture” shall mean that certain Indenture dated as of February 11, 2014, by and among the Borrower, the guarantors
party thereto, and U.S. Bank National Association, as trustee, as amended, restated, supplemented, or otherwise modified from time
to time.


 


“Solvent”
shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person
is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present
fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability
of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured;
(c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability
to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about
to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital.
The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed
as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably
be expected to become an actual or matured liability.


 


“Specified Permitted
Liens” shall mean (a) nonconsensual Liens arising by operation of law (including Permitted Encumbrances, but excluding
Permitted Encumbrances securing Indebtedness), (b) Liens permitted by Section 7.2(e), Section 7.2(f) and Section
7.2(h), (c) without duplication, any Liens securing Permitted Surviving Debt, and (d) Liens on cash collateral for letters
of credit issued to replace Existing Lien Letters of Credit.


 




    	 	27	 



     


    

 


“Specified Strategic
Joint Venture” shall mean any Subsidiary (other than the PBM Strategic Joint Venture) formed by the Borrower or any of
its Subsidiaries with one or more third parties for the purpose of engaging in any Permitted Business, including any hospital joint
venture or other joint venture providing pharmacy benefit management services.


 


“Stark Statute”
shall mean Section 1877 of the Social Security Act, as codified at 42 U.S.C. Section 1395nn (Prohibition Against Certain Referrals),
as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules
or regulations promulgated from time to time thereunder.


 


“STRH”
shall mean SunTrust Robinson Humphrey, Inc.


 


“Subordinated
Debt” shall mean any Indebtedness of the Borrower or any Subsidiary that is by its terms subordinated to the Obligations
as to right and time of payment or as to other rights and remedies thereunder in a manner reasonably acceptable to the Administrative
Agent.


 


“Subsidiary”
shall mean, with respect to any Person (the “parent”) at any date, any corporation, partnership, joint venture,
limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such
date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i)
of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled
or held, or (ii) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder
shall mean a Subsidiary of the Borrower.


 


“Subsidiary Loan
Party” shall mean any Subsidiary that executes or becomes a party to the Guaranty and Security Agreement (other than
any Specified Strategic Joint Venture).


 


“Synthetic Lease”
shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease”
by the lessee pursuant to Accounting Standards Codification Sections 840-10 and 840-20, as amended, and (ii) the lessee will be
entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.


 


“Synthetic Lease
Obligations” shall mean, with respect to any Person, the sum of (i) all remaining rental obligations of such Person as
lessee under Synthetic Leases which are attributable to principal and, without duplication, (ii) all rental and purchase price
payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease
property at the end of the lease term.


 


“Taxes”
shall mean any and all present or future taxes, levies, imposts, duties, deductions, assessments, fees, charges or withholdings
imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Third Party Payors”
shall mean Blue Cross, Blue Shield, any managed care plans and organizations including, without limitation, health maintenance
organizations and preferred provider organizations, and private commercial insurance companies.


 


“Third Party Payor
Arrangements” shall mean arrangements, plans or programs with Third Party Payors for payment or reimbursement in connection
with health care services, products or supplies.


 




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“Trademark”
shall have the meaning assigned to such term in the Guaranty and Security Agreement.


 


“Trademark Security
Agreement” shall mean any Trademark Security Agreement executed by a Loan Party owning registered Trademarks or applications
for Trademarks in favor of the Administrative Agent for the benefit of the Secured Parties, both on the Closing Date and thereafter.


 


“Trading with
the Enemy Act” shall mean the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§
1 et seq.), as amended and in effect from time to time.


 


“Triggering Event
of Default” shall mean an Event of Default of the type described in Section 8.1(a), 8.1(b), 8.1(g),
or 8.1(h).


 


“Unfunded Pension
Liability” of any Plan shall mean the amount, if any, by which the value of the accumulated plan benefits under the Plan,
as determined pursuant to Section 4001(a)(16) of ERISA, determined on a plan termination basis in accordance with actuarial assumptions
at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value
of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).


 


“Uniform Commercial
Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State
of New York.


 


“United States”
or “U.S.” shall mean the United States of America.


 


“U.S. Person”
shall mean any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance
Certificate” shall have the meaning set forth in Section 2.20(f)(ii).


 


“Weighted Average
Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing
(i) the sum of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal
amount of such Indebtedness.


 


“Withdrawal Liability”
shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding Agent”
shall mean the Borrower, any other Loan Party or the Administrative Agent, as applicable.


 


“Working Capital”
shall mean, at any date, the sum of (a) all amounts (other than cash and Cash Equivalents) at such date that, in accordance with
GAAP, would be classified as “current assets” on a consolidated balance sheet of the Borrower and its consolidated
Subsidiaries, minus (b) all amounts (other than the outstanding principal balance of the Loans and the current portion of
long-term Indebtedness) at such date that, in accordance with GAAP, would be classified as “current liabilities” on
a consolidated balance sheet of the Borrower and its consolidated Subsidiaries.


 




    	 	29	 



     


    

 


“Write-Down and
Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


Section 1.2          [Reserved].


 


Section 1.3          Accounting
Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted,
all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be
prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent financial
statements of the Borrower delivered pursuant to Section 5.1(a) or Section 5.1(b) (subject to any statements made
pursuant to Section 5.1(c)(iv)), subject to normal year-end adjustments and the absence of footnote disclosures in the case
of interim financial statements; provided that if the Borrower notifies the Administrative Agent that the Borrower wishes
to amend the definition or application of GAAP as used herein to eliminate the effect of any change in GAAP on the operation of
any provision of this Agreement (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to make such
amendment), then the Borrower’s compliance with the provisions of this Agreement shall be determined on the basis of GAAP
in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or this Agreement
is amended in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein,
all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred
to herein shall be made, without giving effect to (a) any election under Accounting Standards Codification Section 825-10 (or any
other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan
Party or any Subsidiary of any Loan Party at “fair value”, as defined therein or (b) any treatment of Indebtedness
in respect of convertible debt instruments under Accounting Standards Codification Section 470-20 (or any other Accounting Standards
Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or
bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount
thereof. Notwithstanding the foregoing, all financial covenants contained herein shall be calculated without giving effect to any
election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value
its financial liabilities at the fair value thereof. In addition, notwithstanding anything in this Agreement to the contrary, any
change in GAAP occurring after the date hereof that would require operating leases to be treated similarly to capital leases shall
not be given effect in the definition of Consolidated EBITDA or Indebtedness or any related definitions or in the computation of
any financial ratio or requirement in any of the Loan Documents.


 


Section 1.4          Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation
of periods of time from a specified date to a later specified date, the word “from” means “from and including”
and the word “to” means “to but excluding”. Unless the context requires otherwise (i) any definition of
or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein
to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”,
“herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a
whole and not to any particular provision hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall
be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v) all references to a specific
time shall be construed to refer to the time in the city and state of the Administrative Agent’s principal office, unless
otherwise indicated. The words “knowledge of the Borrower” or any like term shall mean the actual knowledge of a Responsible
Officer of the Borrower.


 




    	 	30	 



     


    

 


ARTICLE
II



AMOUNT AND TERMS OF THE COMMITMENTS


 


Section 2.1          General
Description of Facilities. Subject to and upon the terms and conditions herein set forth, the Lenders hereby establish
in favor of the Borrower a revolving credit facility pursuant to which each Lender severally agrees (to the extent of such Lender’s
Revolving Commitment) to make Revolving Loans to the Borrower in accordance with Section 2.2; provided that in no
event shall the aggregate principal amount of all outstanding Revolving Loans exceed the Aggregate Revolving Commitment Amount
in effect at such time.


 


Section 2.2          Revolving
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans on the
Closing Date in the amount set forth opposite such Revolving Lender’s name on Schedule I attached hereto. After the
Closing Date, the Borrower shall be entitled to prepay, but not reborrow, Revolving Loans in accordance with the terms and conditions
of this Agreement.


 


Section 2.3          Procedure
for Revolving Borrowing. The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly
confirmed in writing) of the sole Revolving Borrowing, substantially in the form of Exhibit 2.3 attached hereto (a “Notice
of Borrowing”), prior to 12:00 p.m. one (1) Business Day prior to the requested date of the Borrowing. The Notice of
Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Borrowing which is $25,000,000 and (ii)
the date of such Borrowing (which shall be a Business Day). Promptly following the receipt of a Notice of Borrowing in accordance
herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Revolving
Loan to be made as part of the requested Revolving Borrowing.


 


Section 2.4          [Reserved].


 


Section 2.5          Funding
of Borrowing. Each Lender will make available each Loan to be made by it hereunder on the Closing Date by wire transfer
in immediately available funds by 11:00 a.m. to the Administrative Agent at the Payment Office. The Administrative Agent will make
such Loans available to the Borrower by promptly crediting the amounts that it receives, in like funds by the close of business
on such proposed date, to an account maintained by the Borrower with the Administrative Agent or, at the Borrower’s option,
by effecting a wire transfer of such amounts to a Controlled Account designated by the Borrower to the Administrative Agent; provided
that if such account is held at a Permitted Third Party Bank, an Account Control Agreement with respect to such account among by
such Permitted Third Party Bank, the applicable Loan Party and the Administrative Agent (or the Existing Lien Agent, subject to
the terms of the Priming/Existing Intercreditor Agreement) has been duly executed.


 


Section 2.6          [Reserved].


 


Section 2.7          [Reserved].


 




    	 	31	 



     


    

 


Section 2.8          Reduction
and Termination of Commitments.


 


(a)          Unless
previously terminated, all Revolving Commitments shall terminate on the Revolving Commitment Termination Date.


 


(b)          Upon
at least three (3) Business Days prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative
Agent (which notice shall be irrevocable, provided that such notice (x) may be conditioned upon the happening of an event,
in which case, such notice may be revoked to the extent that such event does not occur and (y) may be modified to extend the proposed
effective date of such reduction or termination, if any, specified therein), the Borrower may reduce the Aggregate Revolving Commitments
in part or terminate the Aggregate Revolving Commitments in whole; provided that (i) any partial reduction shall apply to
reduce proportionately and permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section
shall be in an amount of at least $5,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction of the Aggregate
Revolving Commitments shall be permitted which would reduce the Aggregate Revolving Commitment Amount to an amount less than the
aggregate outstanding Revolving Loans of all Lenders.


 


Section 2.9          Repayment
of Loans.


 


The outstanding principal
amount of all Revolving Loans shall be due and payable (together with accrued and unpaid interest thereon) on the Revolving Commitment
Termination Date.


 


Section 2.10        Evidence
of Indebtedness.


 


(a)          Each
Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to
such Lender resulting from the Loan made by such Lender, including the amounts of principal and interest payable thereon and paid
to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall
be recorded (i) the Revolving Commitment of each Lender, (ii) the amount of each Loan made hereunder by each Lender, (iii) the
date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder
in respect of the Loans and (iv) both the date and amount of any sum received by the Administrative Agent hereunder from the Borrower
in respect of the Loans and each Lender’s Pro Rata Share thereof. The entries made in such records shall be prima facie
evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided that the failure
or delay of any Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Loans (both principal and unpaid accrued interest) of such
Lender in accordance with the terms of this Agreement.


 


(b)          This
Agreement evidences the obligation of the Borrower to repay the Loans and is being executed as a “noteless” credit
agreement. However, at the request of any Lender at any time, the Borrower agrees that it will prepare, execute and deliver to
such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment permitted hereunder) be represented by one or more promissory notes in such
form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered
assigns).


 




    	 	32	 



     


    

 


Section 2.11       Optional
Prepayments. After the Existing Lien Obligations have been paid in full (other than Hedging Obligations (as defined
in the Existing Lien Credit Agreement) owed by any Loan Party to any Lender Related Hedge Provider (as defined in the Existing
Lien Credit Agreement), Bank Product Obligations (as defined in the Existing Lien Credit Agreement) and indemnities and other contingent
obligations under the Existing Lien Credit Agreement not then due and payable and as to which no claim has been made), the Borrower
shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty,
by giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent not less than one (1)
Business Day prior to the date of such prepayment. Each such notice shall be irrevocable (provided that such notice (x)
may be conditioned upon the happening of an event, in which case, such notice may be revoked to the extent that such event does
not occur and (y) may be modified to extend the proposed date of such prepayment specified therein) and shall specify the proposed
date of such prepayment and the principal amount of the Borrowing or portion thereof to be prepaid. Upon receipt of any such notice,
the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata
Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on
the date designated in such notice, together with accrued interest to such date on the principal amount so prepaid in accordance
with Section 2.13(d). Each partial prepayment of any Loan shall be in an amount that would be permitted in the case of an
advance of a Revolving Borrowing pursuant to Section 2.2. Each prepayment of a Borrowing shall be applied in accordance
with Section 2.12(d) and shall permanently reduce the Revolving Commitments.


 


Section 2.12        Mandatory
Prepayments.


 


(a)          Promptly
(but in any event within five (5) Business Days) upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds in
excess of $1,000,000 in the aggregate during any Fiscal Year from any Prepayment Event, the Borrower shall prepay the Obligations
in an amount equal to such excess Net Cash Proceeds; provided, that, no prepayment under this Section 2.12(a) shall
be required with respect to (i) Non-Core Assets that are sold in accordance with Section 7.6(e) and (ii) Net Cash Proceeds
from any other Prepayment Event so long as (with respect to this clause (ii) only) no Event of Default is in existence at the time
of receipt of such Net Cash Proceeds, at the election of the Borrower, to the extent that such proceeds are reinvested in the business
of the Borrower or any of its Subsidiaries within 365 days (or 366 days in a leap year) following receipt thereof or committed
to be reinvested pursuant to a binding contract prior to the expiration of such 365 day (or 366 day in a leap year) period and
actually reinvested within 180 days after the date of such binding contract. Any such prepayment shall be applied in accordance
with subsection (d) of this Section.


 


(b)          Promptly
(but in any event within five (5) Business Days) upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from
any issuance of Indebtedness by the Borrower or any of its Subsidiaries (other than any Indebtedness that is not prohibited to
be issued or incurred hereunder), the Borrower shall prepay the Obligations in an amount equal to all such Net Cash Proceeds. Any
such prepayment shall be applied in accordance with subsection (d) of this Section.


 


(c)          Commencing
with the Fiscal Year ending December 31, 2016, no later than ten (10) days after the date on which the Borrower’s annual
audited financial statements for such Fiscal Year are required to be delivered pursuant to Section 5.1(a), (i) to the extent
that the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year is greater than or equal to 3.50:1.00, the
Borrower shall prepay the Obligations in an amount equal to (x) 50% of Excess Cash Flow for such Fiscal Year minus (y) the
aggregate amount of all voluntary prepayments of the Existing Lien Term B Loans, the Revolving Loans and Existing Lien Revolving
Loans (other than the prepayment of the Existing Lien Revolving Loans on the Closing Date) made during such Fiscal Year, and (ii)
to the extent that the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year is less than 3.50:1.00, the
Borrower shall prepay the Obligations in an amount equal to 0% of Excess Cash Flow for such Fiscal Year. Any such prepayment shall
be applied in accordance with subsection (d) of this Section. Any such prepayment shall be accompanied by a certificate signed
by a Responsible Officer of the Borrower, certifying in reasonable detail the manner in which Excess Cash Flow and the resulting
prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent.


 




    	 	33	 



     


    

 


(d)          Any
prepayments made by the Borrower pursuant to subsection (a), (b) or (c) of this Section or pursuant to Section 2.11 shall
be applied to the outstanding principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata
to the Lenders based on their respective Revolving Commitments. The Revolving Commitments of the Lenders shall be permanently reduced
by the amount of any prepayments made hereunder. Notwithstanding anything herein to the contrary, no mandatory prepayment shall
be required to be made pursuant to subsection (a), (b) or (c) of this Section, at any time on or after the Closing Date so long
as any Existing Lien Obligation remains unpaid or outstanding (other than Hedging Obligations (as defined in the Existing Lien
Credit Agreement) owed by any Loan Party to any Lender Related Hedge Provider (as defined in the Existing Lien Credit Agreement),
Bank Product Obligations (as defined in the Existing Lien Credit Agreement) and indemnities and other contingent obligations under
the Existing Lien Credit Agreement not then due and payable and as to which no claim has been made).


 


Section 2.13        Interest
on Loans.


 


(a)          The
Borrower shall pay interest on each Loan at the rate of 10.00% per annum.


 


(b)         [Reserved].


 


(c)          Notwithstanding
subsections (a) and (b) of this Section, (x) at the written request of the Administrative Agent or the Required Lenders if any
Event of Default that is not a Triggering Event of Default has occurred and is continuing, and (y) automatically after acceleration
of the Obligations or in connection with any Triggering Event of Default, the Borrower shall pay interest (“Default Interest”)
at a rate per annum equal to 200 basis points above the otherwise applicable interest rate until such Event of Default has
been waived in writing or the Required Lenders have revoked the imposition of Default Interest (whichever occurs first).


 


(d)          Interest
on the outstanding principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding
the date of any repayment thereof. Interest on all outstanding Loans shall be payable in cash monthly in arrears on the last day
of each month and on the Revolving Commitment Termination Date. All Default Interest shall be payable on demand.


 


(e)          The
Administrative Agent shall determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower
and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive
and binding for all purposes, absent manifest error.


 


Section 2.14        Fees.


 


(a)          The
Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon
in writing by the Borrower and the Administrative Agent.


 


(b)          [Reserved].


 




    	 	34	 



     


    

 


(c)          The
Borrower agrees to pay to the Administrative Agent for the account of each Lender a one-time non-refundable upfront fee equal to
1.50% of such Lender’s Revolving Commitments on the Closing Date, which upfront fee shall be due and payable in cash on the
Closing Date.


 


(d)          [Reserved].


 


(e)          [Reserved].


 


Section 2.15       Computation
of Interest and Fees. Interest and all fees hereunder shall be computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the first day but excluding the last day). Each determination by the Administrative
Agent of interest or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding
for all purposes.


 


Section 2.16        [Reserved].


 


Section 2.17        [Reserved].


 


Section 2.18        Increased
Costs.


 


(a)          
If any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account
of, or credit extended by, any Lender; or


 


(ii)         impose
on any Lender any other condition affecting this Agreement or any participation therein;


 


and the result of any of the foregoing is to
increase the cost to such Lender of participating in or to reduce the amount received or receivable by such Lender hereunder (whether
of principal, interest or any other amount),


 


then, from time to time, such Lender may provide
the Borrower (with a copy thereof to the Administrative Agent) with written notice and demand with respect to such increased costs
or reduced amounts, and within five (5) Business Days after receipt of such notice and demand the Borrower shall pay to such Lender
such additional amounts as will compensate such Lender for any such increased costs incurred or reduction suffered.


 


(b)          If
any Lender shall have determined that on or after the date of this Agreement any Change in Law regarding capital or liquidity requirements
has or would have the effect of reducing the rate of return on such Lender’s capital (or on the capital of the Parent Company
of such Lender) as a consequence of its obligations hereunder to a level below that which such Lender or such Parent Company could
have achieved but for such Change in Law (taking into consideration such Lender’s policies or the policies of such Parent
Company with respect to capital adequacy and liquidity), then, from time to time, such Lender may provide the Borrower (with a
copy thereof to the Administrative Agent) with written notice and demand with respect to such reduced amounts, and within five
(5) Business Days after receipt of such notice and demand the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender or such Parent Company for any such reduction suffered.


 




    	 	35	 



     


    

 


(c)          A
certificate of such Lender setting forth the amount or amounts necessary to compensate such Lender or the Parent Company of such
Lender, as the case may be, specified in subsection (a) or (b) of this Section shall be delivered to the Borrower (with a copy
to the Administrative Agent) and shall be conclusive, absent manifest error.


 


(d)          Failure
or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender pursuant to
this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date
that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s
intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive
effect thereof).


 


Section 2.19        [Reserved].


 


Section 2.20        Taxes.


 


(a)          Any
and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document
shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided
that if any applicable law requires the deduction or withholding of any Tax from any such payment, then the applicable Withholding
Agent shall make such deduction and timely pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law and, if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the Borrower or other Loan Party, as
applicable, shall be increased as necessary so that after making all required deductions and withholdings (including deductions
and withholdings applicable to additional sums payable under this Section) the applicable Recipient shall receive an amount equal
to the sum it would have received had no such deductions or withholdings been made.


 


(b)          In
addition, without limiting the provisions of subsection (a) of this Section, the Borrower shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.


 


(c)          The
Borrower shall indemnify each Recipient (and, with respect to U.S. federal withholding taxes, if such Recipient is not the Beneficial
Owner, the Beneficial Owner), within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes
paid by such Recipient (or Beneficial Owner) on or with respect to any payment by or on account of any obligation of the Borrower
or any other Loan Party hereunder or under any other Loan Document (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section) and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to the Borrower by the applicable Recipient (for its own account or on behalf of
one or more Beneficial Owners) shall be conclusive, absent manifest error.


 


(d)          As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Loan Party to a Governmental
Authority, the Borrower or other Loan Party, as applicable, shall deliver to the Administrative Agent an original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent.


 




    	 	36	 



     


    

 


(e)          If
any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund, or a credit in lieu of
a refund, of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower
has paid additional amounts pursuant to this Section 2.20, it shall pay to the Borrower an amount equal to such refund or credit
(but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.20 with respect
to the Taxes or Other Taxes giving rise to such refund) net of all out-of-pocket expenses of such Recipient and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower,
upon the request of such Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such
refund to such Governmental Authority. This Section 2.20(e) shall not be construed to require a Recipient to make available
its tax returns (or any other information relating to its taxes) to the Borrower or any other Person.


 


(f)          Tax
Forms.


 


(i)          Any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent, on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), duly executed originals of IRS Form W-9 certifying, to the extent such Lender is legally entitled to do
so, that such Lender is exempt from U.S. federal backup withholding tax.


 


(ii)          Any
Lender that is a Foreign Person and that is entitled to an exemption from or reduction of withholding tax under the Code or any
treaty to which the United States is a party with respect to payments under this Agreement shall deliver to the Borrower and the
Administrative Agent, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed
by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate of withholding. Without limiting the generality of the foregoing, each Lender that is a Foreign
Person shall, to the extent it is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this
Agreement, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence
of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection,
and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrower and
the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent), whichever
of the following is applicable:


 


(A)          if
such Lender is claiming eligibility for benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, duly executed originals of IRS Form W-8BEN, or any successor form thereto, establishing
an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty,
and (y) with respect to any other applicable payments under any Loan Document, duly executed originals of IRS Form W-8BEN, or any
successor form thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business
profits” or “other income” article of such tax treaty;


 




    	 	37	 



     


    

 


(B)          duly
executed originals of IRS Form W-8ECI, or any successor form thereto, certifying that the payments received by such Lender are
effectively connected with such Lender’s conduct of a trade or business in the United States;


 


(C)          if
such Lender is claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code,
duly executed originals of IRS Form W-8BEN, or any successor form thereto, together with a certificate (a “U.S. Tax Compliance
Certificate”) upon which such Lender certifies that (1) such Lender is not a bank for purposes of Section 881(c)(3)(A)
of the Code, or the obligation of the Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in
the ordinary course of its trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the
Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign
corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and (4) the interest payments
in question are not effectively connected with a U.S. trade or business conducted by such Lender; or


 


(D)          if
such Lender is not the Beneficial Owner (for example, a partnership or a participating Lender granting a typical participation),
duly executed originals of IRS Form W-8IMY, or any successor form thereto, accompanied by IRS Form W-9, IRS Form W-8ECI, IRS Form
W-8BEN, a U.S. Tax Compliance Certificate, and/or other certification documents from each Beneficial Owner, as applicable.


 


(iii)          Each
Lender that is a Foreign Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction
in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable
law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.


 


(iv)          If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment; provided, that solely for purposes of this clause (E),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(v)          Each
Lender agrees that if any form or certification it previously delivered under this Section expires or becomes obsolete or inaccurate
in any respect, such Lender shall update such form or certification; however, if such Lender is not legally entitled to provide
an updated form or certification, it shall promptly notify the Borrower and the Administrative Agent of its inability to update
such form or certification.


 




    	 	38	 



     


    

 


Section 2.21        Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)          The
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable
under Section 2.18 or 2.20, or otherwise) prior to 2:00 p.m. on the date when due, in immediately available funds,
free and clear of any defenses, rights of set-off, counterclaim, or withholding or deduction of taxes. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment
Office, except that payments pursuant to Sections 2.18, 2.20 and 10.3 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars.


 


(b)          If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied as follows: first, to all fees and reimbursable expenses
of the Administrative Agent then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses
of the Lenders then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders based on their respective
pro rata shares of such fees and expenses; third, to all accrued interest and fees then due and payable hereunder,
pro rata to the Lenders based on their respective pro rata shares of such interest and fees; and fourth, to
all principal of the Loans then due and payable hereunder, pro rata to the parties entitled thereto based on their respective
pro rata shares of such principal.


 


(c)          If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of
or interest on any of its Loans that would result in such Lender receiving payment of a greater proportion of the aggregate amount
of its Revolving Loans and accrued interest and fees thereon than the proportion received by any other Lender with respect to its
Revolving Loans, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the
Revolving Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders
ratably in accordance with the aggregate amount of principal of and accrued interest on their Revolving Loans; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the
provisions of this subsection shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Revolving Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this subsection shall apply). The Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Borrower in the amount of such participation.


 




    	 	39	 



     


    

 


(d)          Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume
that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders the amount or amounts due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the federal funds rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.


 


Section 2.22        [Reserved].


 


Section 2.23        [Reserved].


 


Section 2.24      Mitigation
of Obligations. If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, then
such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or
to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment
of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.18 or Section
2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented (in summary form)
costs and expenses incurred by any Lender in connection with such designation or assignment.


 


Section 2.25        Replacement
of Lenders. If (a) any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, (b)
[Reserved], or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect
to any of the provisions hereof as contemplated by Section 10.2(b), the consent of Required Lenders shall have been obtained
but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required
shall not have been obtained, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth
in Section 10.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.18
or 2.20, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender) (a “Replacement Lender”); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned, or delayed, (ii)
such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (in the case of such outstanding
principal and accrued interest) and from the Borrower (in the case of all other amounts), (iii) in the case of a claim for compensation
under Section 2.18 or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction
in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of a Non-Consenting
Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such terminated
Lender was a Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto,
as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation
cease to apply.


 


Section 2.26        [Reserved].


 




    	 	40	 



     


    

 


ARTICLE
III



CONDITIONS PRECEDENT TO LOANS 


 


Section 3.1          Conditions
to Effectiveness. The obligations of the Lenders to make Loans shall not become effective until the date on which each
of the following conditions is satisfied (or waived in accordance with Section 10.2):


 


(a)          The
Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing
Date, including, without limitation, reimbursement or payment of all reasonable and documented (in summary form) costs and expenses
of the Administrative Agent and its Affiliates (including, the reasonable and documented (in summary form) fees, disbursements,
and expenses of King & Spalding LLP (and any required special or local counsel)), in each case, required to be reimbursed or
paid by the Borrower hereunder, under any other Loan Document and any other agreement with the Administrative Agent.


 


(b)          The
Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory
to the Administrative Agent:


 


(i)           a
counterpart of this Agreement signed by or on behalf of each party hereto;


 


(ii)          a
certificate of the Secretary or Assistant Secretary (or other comparable Responsible Officer) of each Loan Party in substantially
the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws, or partnership agreement or limited liability
company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational
documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party
and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is
a party;


 


(iii)          certified
copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered
organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from
the Secretary of State of (A) the jurisdiction of organization of such Loan Party and (B) each other jurisdiction where such Loan
Party is required to be qualified to do business as a foreign corporation where the failure to be so qualified would reasonably
be expected to have a Material Adverse Effect;


 


(iv)         a
written opinion of Dechert LLP, counsel to the Loan Parties, and, if reasonably requested by Administrative Agent, customary local
counsel opinions with respect to certain Loan Parties each addressed to the Administrative Agent and each of the Lenders, and covering
such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent
or the Required Lenders shall reasonably request;


 


(v)          a
certificate in substantially the form of Exhibit 3.1(b)(v), dated the Closing Date and signed by a Responsible Officer,
certifying that after giving effect to any initial Revolving Borrowing, (x) since December 31, 2015, there has been no change with
respect to, or event affecting, the Borrower and its Subsidiaries on a consolidated basis and taken as a whole which has had or
would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and (y) the representations
and warranties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (other
than those representations and warranties (i) that are expressly qualified by a Material Adverse Effect or other materiality, in
which case such representations and warranties shall be true and correct in all respects or (ii) that expressly relate to an earlier
date, in which case such representations and warranties shall be true and correct in all material respect as of such earlier date);


 




    	 	41	 



     


    

 


(vi)          a
duly executed Notice of Borrowing, together with a report setting forth the sources and uses of the proceeds hereof;


 


(vii)        the
ABDC Intercreditor Agreement, duly executed and delivered by the parties thereto;


 


(viii)       certified
copies of all material consents, approvals, authorizations, registrations, filings and orders required to be made or obtained under
any Requirement of Law, or by any material Contractual Obligation of any Loan Party, in connection with the execution, delivery,
performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, if any, and such
consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting
periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction
being financed with the proceeds thereof shall be ongoing;


 


(ix)         copies
of (A) Projections for the Borrower and its Subsidiaries prepared on a quarterly basis for the calendar year ending December 31,
2017 and annually thereafter through June 30, 2018 and (B) the financial statements described in Section 4.4(a);


 


(x)           the
Guaranty and Security Agreement, duly executed by the Borrower and each of its Domestic Subsidiaries (including the PBM Strategic
Joint Venture, but excluding any Specified Strategic Joint Venture (in each case, if formed prior to the Closing Date)), together
with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with
respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as reasonably requested by the Administrative
Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and
fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties,
as reasonably requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than
Specified Permitted Liens and Liens to be released on the Closing Date, (C) an Information and Collateral Disclosure Certificate,
duly completed and executed by the Loan Parties, (D) as necessary, duly executed Patent Security Agreements, Trademark Security
Agreements and Copyright Security Agreements, and (E) original certificates evidencing all issued and outstanding shares of Capital
Stock of all Subsidiaries owned directly by any Loan Party (or, in the case of any Foreign Subsidiary directly owned by a Loan
Party, not more than 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary), in each case, to the extent
certificated prior to the Closing Date and in the actual possession of the Borrower on the Closing Date, and related stock or membership
interest powers or other appropriate instruments of transfer executed in blank;


 


(xi)          subject
to Section 5.16, Account Control Agreements and Government Receivables Account Agreements, duly executed by each Permitted
Third Party Bank and the applicable Loan Party;


 




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(xii)          subject
to Section 5.16, with respect to each leased property of the Loan Parties located at 1600 Broadway, Suite 700, Denver, CO
80202 and each additional leased property where books or records are stored or located, a copy of the underlying lease, as applicable,
and a Collateral Access Agreement from the landlord of such leased property; provided that if such Loan Party is unable
to deliver any such Collateral Access Agreement after using its commercially reasonable efforts to do so, the Administrative Agent
shall waive the foregoing requirement in its reasonable discretion;


 


(xiii)        a
true and correct copy of the Existing Lien Amendment, duly executed by the parties thereto and effective as of the date hereof;


 


(xiv)        the
Priming/Existing Lien Intercreditor Agreement, duly executed and delivered by the parties thereto;


 


(xv)         (A)
certificates of insurance describing the types and amounts of insurance (property and liability) maintained by any of the Loan
Parties, in each case naming the Administrative Agent as loss payee or additional insured, as the case may be, and (B) subject
to Section 5.16, a lender’s loss payable endorsement (in the case of each of the foregoing clauses (A) and (B), other
than with respect to any director and officer indemnification policies, workers’ compensation policies and any policies that
provide coverage for property that does not constitute Collateral);


 


(xvi)        documentation
and information required by regulatory authorities under applicable “know your customer” and anti-money laundering
laws at least five (5) Business Days prior to the Closing Date to the extent that such documentation and information was requested
by Administrative Agent at least ten (10) days prior to the Closing Date; and


 


(xvii)      a
certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower on behalf of each Loan Party, confirming
that after giving effect to the execution and delivery of the Loan Documents, the incurrence on the Closing Date of any Revolving
Loans (and the use of proceeds thereof on the Closing Date), and the other transactions contemplated herein to occur on the Closing
Date, the Borrower and its Subsidiaries on a consolidated basis are Solvent.


 


(c)          [Reserved].


 


(d)          substantially
concurrently with the funding of the Revolving Loans, the Borrower shall deposit in an account maintained at the Existing Lien
Agent, in the name of the Existing Lien Agent and for the benefit of the “Issuing Bank” (as defined in the Existing
Lien Credit Agreement) and the Existing Lien Lenders (the “Existing Lien LC Cash Collateral Account”), $4,881,818.55
from the proceeds of the Revolving Loans.


 


(e)          (i)
$700,000 in principal of Existing Lien Revolving Loans owing to SunTrust Bank and all accrued and unpaid interest thereon and (ii)
$300,000 in the aggregate principal of Existing Lien Revolving Loans owing to JFIN REVOLVER CLO 2015 LTD and JFIN REVOLVER CLO
LTD and all accrued and unpaid interest thereon shall be repaid, substantially concurrently with the funding of the Revolving Loans.


 




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Without limiting the generality
of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender
that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document
or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


Section 3.2          [Reserved].


 


Section 3.3          [Reserved].


 


Section 3.4          Delivery
of Documents. All of the Loan Documents, certificates and other documents and papers referred to in this Article, unless
otherwise specified, shall be delivered to the Administrative Agent for the account of each of the Lenders and shall be in form
and substance reasonably satisfactory in all respects to the Administrative Agent.


 


ARTICLE
IV



REPRESENTATIONS AND WARRANTIES


 


The Borrower represents
and warrants to the Administrative Agent, each Lender as follows:


 


Section 4.1          Existence;
Power. The Borrower and each of its Subsidiaries (i) is duly organized, validly existing and in good standing as
a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization, (ii) has all requisite
power and authority to carry on its business as now conducted, and (iii) is duly qualified to do business, and is in good
standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified would not reasonably
be expected to result in a Material Adverse Effect.


 


Section 4.2          Organizational
Power; Authorization. The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a
party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational and,
if required, shareholder, partner or member action. Each of this Agreement and the other Loan Documents has been duly executed
and delivered by the Borrower and the other Loan Parties party thereto and constitutes valid and binding obligations of the Borrower
or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity.


 


Section 4.3          Governmental
Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of the Loan Documents to which it is
a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority
or any Person with respect to which the Borrower or any of its Subsidiaries has any Contractual Obligation, except those as have
been obtained or made and are in full force and effect and except for filings necessary to perfect or maintain perfection of the
Liens created under the Loan Documents, (b) will not violate any Requirement of Law applicable to the Borrower or any of its Subsidiaries
or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any material
Contractual Obligation of the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to accelerate
the obligations of the Borrower or any of its Subsidiaries thereunder (whether accomplished by a mandatory prepayment, a redemption,
or otherwise) and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries,
except Liens (if any) created under the Loan Documents.


 







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Section 4.4          Financial
Statements; Material Adverse Effect.


 


(a)          The
Borrower has furnished to each Lender (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December
31, 2015, and the related audited consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year
then ended, prepared by KPMG LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as
of September 30, 2016, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date
period then ended, certified by a Responsible Officer. Such financial statements fairly present in all material respects the consolidated
financial condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of operations for such periods
in conformity with GAAP (as in effect at the time such financial statements were prepared and subject to Section 1.3) consistently
applied (except as expressly noted therein), subject to year-end audit adjustments and the absence of footnotes in the case of
the statements referred to in clause (ii). The Projections delivered to the Administrative Agent in satisfaction of the condition
set forth in Section 3.1(b)(ix)(A) and all Profit Plans delivered to the Administrative Agent after the Closing Date pursuant
to Section 5.1(e) have been prepared by the Borrower in good faith based on assumptions believed by the Borrower to be reasonable
at the time made; provided that it is expressly understood and agreed that financial projections (including the Projections
and all Profit Plans) are inherently uncertain and are not a guarantee of financial performance and that actual results may differ
from financial projections and such differences may be material.


 


(b)          Since
December 31, 2015, there have been no changes with respect to, or event affecting, the Borrower and its Subsidiaries which have
had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.


 


Section 4.5          Litigation
and Environmental Matters.


 


(a)          No
litigation, investigation or proceeding (including any whistleblower action) of or before any arbitrators or Governmental Authorities
is pending against or, to the knowledge of the Borrower, threatened in writing against the Borrower or any of its Subsidiaries
(i) that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (ii) which
in any manner draws into question the validity or enforceability of this Agreement or any other Loan Document or any Existing Lien
Loan Document.


 


(b)          Except
as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, neither the Borrower
nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has
received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.


 


Section 4.6          Compliance
with Laws and Agreements. Except for non-compliance which would not reasonably be expected to result in a Material Adverse
Effect, the Borrower and each of its Subsidiaries is in compliance with (a) all Requirements of Law and all judgments, decrees
and orders of any Governmental Authority and (b) all Material Agreements.


 


Section 4.7         Investment
Company Act. Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled”
by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act
of 1940, as amended and in effect from time to time, or (b) otherwise subject to any other regulatory scheme limiting its ability
to incur debt or requiring any approval or consent from, or registration or filing with, any Governmental Authority in connection
therewith.


 




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Section 4.8          Taxes.
The Borrower and its Subsidiaries and each other Person for whose taxes the Borrower or any of its Subsidiaries could become liable
have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to
be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made against it or
its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except
where the same are currently being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary,
as the case may be, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on
the books of the Borrower and its Subsidiaries in respect of such taxes are adequate, and no tax liabilities that could be materially
in excess of the amount so provided are anticipated.


 


Section 4.9          Margin
Regulations. None of the proceeds of any of the Loans will be used, directly or indirectly, for “purchasing”
or “carrying” any “margin stock” within the respective meanings of each of such terms under Regulation
U or for any purpose that violates the provisions of Regulation T, Regulation U or Regulation X. Neither the Borrower nor any of
its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose
of purchasing or carrying “margin stock”.


 


Section 4.10        ERISA.
Each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation,
the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws
and regulations, except as would not reasonably be expected to have a Material Adverse Effect. Each Plan (and each related trust,
if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the
Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable
tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue
Service, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the
case of a Plan with no such determination, nothing has occurred that would adversely affect the issuance of a favorable determination
letter or otherwise adversely affect such qualification), except as would not reasonably be expected to have a Material Adverse
Effect. No ERISA Event has occurred that has had or would reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect. There exists no Unfunded Pension Liability with respect to any Plan and no Plan is in, or is expected
to be, in at risk status under Title IV of ERISA such that a Material Adverse Effect would be expected in the foreseeable future
to occur with respect thereto. There are no actions, suits or claims pending against or involving a Plan (other than routine claims
for benefits) or, to the knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably
be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either
singly or in the aggregate to have a Material Adverse Effect. The Borrower, each of its Subsidiaries and each ERISA Affiliate have
made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed
thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions
to a Plan or Multiemployer Plan, except as would not reasonably be expected to have a Material Adverse Effect. Each Non-U.S. Plan
has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations
and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as would not
reasonably be expected to result in liability to the Borrower or any of its Subsidiaries. All contributions required to be made
with respect to a Non-U.S. Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has incurred any obligation
in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities
(whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s most recently ended fiscal year
on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan allocable
to such benefit liabilities.


 




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Section 4.11        Ownership
of Property; Insurance.


 


(a)          As
of the Closing Date, all interests in real property owned by the Borrower or any of its Subsidiaries (collectively, and together
with any additional real estate acquired after the Closing Date, the “Real Estate”) or leased by the Borrower
or any of its Subsidiaries are listed on Schedule 4.11(a). Each of the Borrower and its Subsidiaries has good title to,
or valid leasehold interests in, all Real Estate, leased real property and all other personal property material to the operation
of its business (except as sold or otherwise disposed of in the ordinary course of business or in a transaction permitted hereunder),
in each case free and clear of Liens (other than Liens not prohibited by Section 7.2). All leases that individually are
material to the business or operations of the Borrower and its Subsidiaries are valid and are in full force. As of the Closing
Date, all permits required to have been issued or appropriate to enable the Real Estate or any leased real property to be lawfully
occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full
force and effect, except where the failure to be so issued or in full force and effect would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(b)          The
Intellectual Property Rights owned by the Borrower and its Subsidiaries, together with the Intellectual Property Rights licensed
to the Borrower and its Subsidiaries under license agreements, constitute all of the Intellectual Property Rights material to their
respective businesses.


 


(c)          Set
forth on Schedule 4.11(c) is a complete and accurate summary of the insurance maintained by the Borrower and its Subsidiaries
as of the Closing Date. The Borrower and its Subsidiaries have insurance meeting the requirements of Section  5.8,
and such insurance policies are in full force and effect.


 


(d)          All
assets of the Borrower and its Subsidiaries, whether owned, leased, or managed, are in good repair, working order and condition,
ordinary wear and tear excepted, in accordance with the terms and conditions of any applicable lease or license agreement, except
where the failure to be in such good repair, working order or condition would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


Section 4.12        Disclosure.
Any of the written reports (including, without limitation, all reports that the Borrower is required to file with the Securities
and Exchange Commission), financial statements, certificates or other information (other than the Projections, the Profit Plans
and other forward-looking information (which shall be subject solely to the representation set forth in the last sentence of Section
4.4(a)), information regarding third parties and general economic or industry information) furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other
Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished), is or will
be, when furnished and taken as a whole, complete and correct in all material respects and does not or will not, when furnished
and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements contained therein not materially misleading in light of the circumstances under which such statements are made.


 




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Section 4.13        Labor
Relations. There are no strikes, lockouts or other material labor disputes or grievances against the Borrower or any of
its Subsidiaries, or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Subsidiaries,
and no significant unfair labor practice charges or grievances are pending against the Borrower or any of its Subsidiaries, or,
to the Borrower’s knowledge, threatened against any of them before any Governmental Authority. All payments due from the
Borrower or any of its Subsidiaries pursuant to the provisions of any collective bargaining agreement have been paid or accrued
as a liability on the books of the Borrower or any such Subsidiary, except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect.


 


Section 4.14        Subsidiaries.
Schedule 4.14 sets forth the name of, the ownership interest of the applicable Loan Party in, the jurisdiction of incorporation
or organization of, and the organizational type of each Subsidiary of the Borrower and the other Loan Parties and identifies each
Subsidiary that is a Subsidiary Loan Party, in each case as of the Closing Date. As of the Closing Date, the Borrower has no Subsidiaries
other than those specifically disclosed on Schedule 4.14 and no Loan Party owns any Capital Stock in any Person other than
those specifically disclosed on Schedule 4.14. All of the outstanding Capital Stock in each of the Borrower’s Subsidiaries
that is a corporation has been validly issued, is fully paid and non-assessable, and all such Capital Stock owned by any Loan Party
is owned by the record owners in the amounts specified on Schedule 4.14 as of the Closing Date, free and clear of all Liens
except those created under the Collateral Documents, the Existing Lien Collateral Documents and nonconsensual Liens that arise
by operation of law. None of the Loan Parties or any of their Subsidiaries has, as of the Closing Date, any issued and outstanding
Disqualified Capital Stock except as otherwise specifically disclosed on Schedule 4.14.


 


Section 4.15        Solvency.
After giving effect to the execution and delivery of the Loan Documents, the making of any Loans under this Agreement, the consummation
of all transactions contemplated by such Loan Documents, the Borrower and its Subsidiaries on a consolidated basis are Solvent.


 


Section 4.16        Deposit
and Disbursement Accounts. Schedule 4.16 lists all banks and other financial institutions at which any Loan Party
maintains deposit accounts, lockbox accounts, disbursement accounts, investment accounts or other similar accounts as of the Closing
Date, and such Schedule correctly identifies the name, address and telephone number of each financial institution, the name in
which the account is held, the type of the account, the complete account number therefor, and whether such account is a Government
Receivables Account.


 


Section 4.17        Collateral
Documents.


 


(a)          The
Guaranty and Security Agreement and each other Collateral Document is effective to create in favor of the Administrative Agent,
for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein
and proceeds thereof to the extent such a security interest can be created by authentication of a written security agreement under
Articles 8 and 9 of the UCC. In the case of certificated Capital Stock pledged pursuant to the Guaranty and Security Agreement,
when certificates representing such Capital Stock are delivered to the Administrative Agent, and in the case of the other Collateral
described in the Guaranty and Security Agreement or any other Collateral Document (other than deposit accounts and investment property)
in which a Lien may be perfected by the filing of a financing statement, when financing statements are filed in the appropriate
filing offices as specified in Article 9 of the UCC (which, as of the Closing Date, for each of the Loan Parties is the filing
office set forth for each Loan Party on Schedule 3 to the Guaranty and Security Agreement), in each case, the Administrative Agent,
for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest
of the Loan Parties in such Collateral (including such Capital Stock) and the proceeds thereof, as security for the Obligations,
in each case prior and superior in right to any other Person (except for Specified Permitted Liens). In the case of Collateral
that consists of deposit accounts (other than a Government Receivables Account) or investment property, when an Account Control
Agreement is executed and delivered by all parties thereto with respect to such deposit accounts or investment property, the Administrative
Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, prior and superior
to any other Person (except for Specified Permitted Liens) except as provided under the applicable Account Control Agreement with
respect to the financial institution party thereto.


 




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(b)          When
the filings in subsection (a) of this Section are made and when, if applicable, the Copyright Security Agreements are filed in
the United States Copyright Office, the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected
Lien on, and security interest in, all right, title and interest of the Loan Parties in the Copyrights subject to such Copyright
Security Agreement, if any, in which a security interest may be perfected by filing, recording or registering a security agreement,
financing statement or analogous document in the United States Copyright Office, as applicable, in each case prior and superior
in right to any other Person (except for Specified Permitted Liens).


 


(c)          Each
Mortgage, if any, is effective to create in favor of the Administrative Agent for the ratable benefit of the Secured Parties a
legal, valid and enforceable Lien on all of such Loan Party’s right, title and interest in and to the Real Estate of such
Loan Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the real estate records where the respective
Mortgaged Property is located, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title
and interest of such Loan Party in such Real Estate and the proceeds thereof, in each case prior and superior in right to any other
Person, other than with respect to Permitted Encumbrances and Specified Permitted Liens.


 


Section 4.18        Material
Agreements. As of the Closing Date, all Material Agreements of the Borrower and its Subsidiaries are listed on Schedule
4.18, and each such Material Agreement is in full force and effect. As of the Closing Date, the Borrower has delivered to the
Administrative Agent a true, complete and correct copy of each Material Agreement (including all schedules, exhibits, amendments,
supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith).


 


Section 4.19        Sanctions
and Anti-Corruption Laws. (a) None of the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower or such
Subsidiary, any of their respective directors, officers, employees or agents acting or benefitting in any capacity in connection
with this Agreement, (i) is a Person that is owned or controlled by a Sanctioned Person, (ii) is a Sanctioned Person or (iii) is
located, organized or resident in a Sanctioned Country; and (b) the Borrower and its Subsidiaries have conducted their businesses
in compliance with Anti-Corruption Laws and applicable Sanctions and have instituted and maintained policies and procedures designed
to promote and achieve compliance with Anti-Corruption Laws and applicable Sanctions.


 


Section 4.20       Patriot
Act. Neither any Loan Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy”
within the meaning of Section 2 of the Trading with the Enemy Act or any enabling legislation or executive order relating thereto.
Neither any Loan Party nor any or its Subsidiaries is in violation of (a) the Trading with the Enemy Act, (b) any of the foreign
assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto or (c) the Patriot Act. None of the Loan Parties (i) is a blocked person described
in Section 1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise
associated, with any such blocked person.


 




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Section
4.21         Compliance with Healthcare Laws.


 


(a)          The
Borrower and each of its Subsidiaries is in compliance in all respects with all Healthcare Laws, except for such non-compliance
which would not reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries participate in and
have not been excluded from the Governmental Payor Arrangements listed on Schedule 4.21(a). A list of all of the Borrower’s
and its Subsidiaries’ existing (i) Medicare provider numbers and Medicaid provider numbers, (ii) Medicare supplier numbers
and Medicaid supplier numbers, and (iii) all other Governmental Payor provider agreements and numbers, excluding TRICARE and CHAMPUS,
CHAMPVA and the Veteran’s Administration, pertaining to the business of the Borrower or any of its Subsidiaries as of the
Closing Date or, if such contracts do not exist, other documentation evidencing such participation as of the Closing Date are set
forth on Schedule 4.21(a). Each of the Borrower’s and its Subsidiaries’ existing Third Party Payor Arrangements
pursuant to which Borrower and its Subsidiaries received $500,000 or more in payment in calendar year 2016 is set forth on Schedule
4.21(a). Each of the Borrower and its Subsidiaries has entered into and maintains all Governmental Payor Arrangements and Third
Party Payor Arrangements as are necessary to conduct its respective business as currently conducted. The Governmental Payor Arrangements
and Third Party Payor Arrangements to which the Borrower or a Subsidiary is a party constitute valid and binding obligations of
the Borrower or such Subsidiary, enforceable against the Borrower or such Subsidiary in accordance with their respective terms
(except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally and by general principles of equity) and, to the knowledge of the Borrower, are in full force
and effect, except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, neither
the Borrower nor any of its Subsidiaries is in default under any Governmental Payor Arrangement or Third Party Payor Arrangement
to which it is a party and, to the knowledge of the Borrower, the other parties thereto are not in default thereunder, except as
would not have a Material Adverse Effect. Each of the Borrower and its Subsidiaries (i) duly holds, and is in good standing with
respect to, such Licenses as are necessary to own its respective assets and to conduct its respective business (including without
limitation such Licenses as are required under such Healthcare Laws as are applicable thereto, and all Reimbursement Approvals),
except where the absence of such a License would not reasonably be expected to have a Material Adverse Effect and (ii) where applicable
to its business, has obtained and maintains Medicaid and Medicare provider and supplier numbers. Schedule 4.21(a) sets forth
all such healthcare Licenses held by each of the Borrower and its Subsidiaries as of the Closing Date. There is no pending or,
to the knowledge of the Borrower, threatened Limitation of any such License, Medicaid provider or supplier number, or Medicare
provider or supplier number of the Borrower or any of its Subsidiaries, except for such Limitations as would not reasonably be
expected to have a Material Adverse Effect.


 


(b)          For
purposes of the Stark Statute, to the extent that any services provided by the Borrower or its Subsidiaries are designated health
services (as defined by the Stark Statute), (i) none of such services involve, arise from, or occur in connection with “referrals”
as defined by Stark Statute or as proscribed thereunder absent the applicability or availability of a statutory or regulatory exception
to the referral prohibitions set forth thereunder, and (ii) none of such services are provided by the Borrower or any of its Subsidiaries
for the benefit of any of the foregoing, absent the applicability or availability of a statutory or regulatory exception to the
referral prohibitions set forth thereunder, in each case in the case of the immediately preceding clauses (i) and (ii), except
to the extent that such failures, violations or non-compliance would not reasonably be expected to have a Material Adverse Effect.


 




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(c)          Except
as would not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries holds all Accreditations
necessary or required by applicable Requirements of Law for the operation of its business (including accreditation by an appropriate
organization necessary to receive payment and compensation and to participate under Medicare and Medicaid) (individually, a “Company
Accreditation,” and collectively, the “Company Accreditations”). There is no pending or, to the knowledge
of the Borrower, threatened Limitation of any such Company Accreditations, except as would not reasonably be expected to have a
Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, each of the Borrower and
its Subsidiaries is in compliance with the terms of the Company Accreditations.


 


(d)          Each
employee of the Borrower and each of its Subsidiaries duly holds all Licenses (to the extent required) to provide professional
services to patients by each state or state agency or commission, or any other Governmental Authority having jurisdiction over
the provision of such services required to enable such employee to provide the professional services necessary to enable each of
the Borrower and its Subsidiaries to operate its business as currently operated and in connection with the duties performed by
such employee, except as would not reasonably be expected to have a Material Adverse Effect. There is no pending or, to the knowledge
of the Borrower, threatened Limitation of any such required Licenses with respect to any employee of the Borrower and each of its
Subsidiaries, except where such Limitation would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, each employee of the Borrower and
its Subsidiaries is in compliance with the terms of all such Licenses.


 


(e)          All
reports, documents, schedules, statements, filings, submissions, forms, registrations, notices, approvals and other documents required
to be filed, obtained, maintained or furnished pursuant to any Governmental Payor Arrangement, Third Party Payor Arrangement, License,
Company Accreditation, and other applicable Healthcare Laws by the Borrower or any of its Subsidiaries to any Governmental Authority
have been so filed, obtained, maintained or furnished (individually, “Company Regulatory Filings” and collectively,
“Company Regulatory Filings”), and all such reports, documents, schedules, statements, filings, submissions,
forms, registrations, notices and other documents were complete and correct on the date filed (or were corrected in or supplemented
by a subsequent filing), except where such failure would not reasonably be expected to have a Material Adverse Effect, and each
of the Borrower and its Subsidiaries has timely paid all amounts, Taxes, fees and assessments due and payable in connection therewith,
except where the failure to make such payments on a timely basis would not reasonably be expected to have a Material Adverse Effect.
The Borrower and each of its Subsidiaries has maintained all records required to be maintained under all applicable Requirements
of Law with any Governmental Authorities (including all Governmental Payor Arrangements in which it participates, as required by
Healthcare Laws), except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


(f)          Since
December 31, 2015, none of the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower, any employee or contractor
of the Borrower or any of its Subsidiaries has been, or to the knowledge of the Borrower has been threatened to be, (i) excluded
from any Governmental Payor Arrangement pursuant to 42 U.S.C. § 1320a-7b and related regulations, (ii) “suspended”
or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation,
relating to debarment and suspension applicable to federal government agencies generally (42 C.F.R. Subpart 9.4), or other applicable
laws or regulations, (iii) debarred, disqualified, suspended or excluded from participation in Medicare, Medicaid or any other
governmental health care program or is listed on the General Services Administration list of excluded parties, nor is any such
debarment, disqualification, suspension or exclusion, to the knowledge of a Loan Party, threatened or pending, or (iv) made a party
to any other action by any Governmental Authority that may prohibit it from selling products or providing services to any governmental
or other purchaser pursuant to any federal, state or local laws or regulations. Except for the payment of the amounts expressly
provided for in the Exjade Settlement, none of the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower,
any employee or contractor of the Borrower or any of its Subsidiaries is party to a corporate integrity agreement, consent order,
consent decree, permanent injunction or other settlement agreement with any Governmental Authority or Third Party Payor or otherwise
pursuant to any Governmental Payor Arrangement, Third Party Payor Arrangement, License, or Company Accreditation, including, without
limitation, any additional corporate integrity agreement, consent order, consent decree, permanent injunction or other settlement
agreement arising out of allegations involving the Borrower and the prescription drug known as Exjade, which individually (or,
together with any related Settlements (other than the Exjade Settlement), in the aggregate) (i) would reasonably be expected to
result in a Material Adverse Effect or (ii) requires the payment of money in an amount in excess of $12,500,000.


 




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(g)          Schedule
4.21(g) sets forth a list of all notices received during the fiscal year ended December 31, 2015, of material noncompliance,
requests for material remedial action, investigations, return of overpayment or imposition of fines (whether ultimately paid or
otherwise resolved) by any Governmental Authority or Third Party Payor or pursuant to any Governmental Payor Arrangement, Third
Party Payor Arrangement, License, or Company Accreditation, but does not include Routine Payor Audits (the “Health Care
Audits”). Each of the Borrower and its Subsidiaries has prepared and submitted timely all corrective action plans or
responses required to be prepared and submitted in response to any Health Care Audits and has implemented all of the corrective
actions described in such corrective action plans, except where the failure to do so would not reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has any (A) uncured deficiency that could lead to the
imposition of a remedy, (B) existing accrued and/or unpaid indebtedness to any Governmental Authority, including Medicare or Medicaid,
or (C) existing accrued and/or unpaid overpayment amounts owing under any finally resolved audit or investigation by any Third
Party Payor, excepting any of the foregoing that would not reasonably be expected to have a Material Adverse Effect.


 


(h)          The
execution and delivery of the Loan Documents, and each of the Borrower’s and its Subsidiaries’ performance thereunder
(including the performance of the pre- and post- closing notices and applications as provided in the Loan Documents) will not (i)
result in the loss of or limitation of any License, Company Accreditations or Company Reimbursement Approvals or (ii) reduce receipt
of the ongoing payments or reimbursements pursuant to the Company Reimbursement Approvals that the Borrower or any of its Subsidiaries
is receiving as of the date hereof.


 


Section 4.22       HIPAA/HITECH
Compliance. To the extent that and for so long as the Borrower or any of its Subsidiaries is a “covered entity”
within the meaning of HIPAA and the HITECH Act, each of the Borrower and its Subsidiaries (a) has undertaken or will promptly undertake
all necessary compliance efforts required by HIPAA; (b) has developed or will develop a detailed plan for becoming HIPAA and HITECH
Compliant (a “HIPAA/HITECH Compliance Plan”); and (c) has implemented or will implement those provisions of
such HIPAA/HITECH Compliance Plan necessary to ensure that each of the Borrower and its Subsidiaries is or becomes HIPAA and HITECH
Compliant, except to the extent in each case that such failures would not reasonably be expected to have a Material Adverse Effect.
For purposes hereof, “HIPAA and HITECH Compliant” shall mean that each of the Borrower and its Subsidiaries
(i) is or will be in compliance (except for non-compliance that would not reasonably be expected to have a Material Adverse Effect)
with (A) each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA and
(B) any or all requirements set forth in the HITECH Act, including, but not limited to, any breach notification requirements, and
(ii) is not and would not reasonably be expected to become the subject of any civil or criminal penalty, process, claim, action
or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews
conducted by any government health plan or other accreditation entity) that would reasonably be expected to have a Material Adverse
Effect.


 




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Section 4.23        Reimbursement.


 


(a)          Except
as disclosed in Schedule 4.23(a), with respect to billings by each of the Borrower and its Subsidiaries as of the Closing
Date, each of the Borrower and its Subsidiaries is in compliance with all Requirements of Law and the written material reimbursement
policies, rules and regulations of Governmental Payors and Third Party Payors, including, without limitation, adjustments under
any capitation arrangement, fee schedule, discount formula or cost-based reimbursement except the failure to comply with which
would not reasonably be expected to have a Material Adverse Effect. Except as would not be expected to have a Material Adverse
Effect, each of the Borrower and its Subsidiaries holds all Reimbursement Approvals necessary for the operation of its business
as currently operated (individually, a “Company Reimbursement Approval,” and collectively, the “Company
Reimbursement Approvals”). There is no pending or, to the knowledge of the Borrower, threatened Limitation of any such
Company Reimbursement Approvals, except as would not reasonably be expected to have a Material Adverse Effect. Except as would
not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries is in compliance with the
terms of the Company Reimbursement Approvals.


 


(b)          Except
as would not reasonably be expected to have a Material Adverse Effect, the accounts receivable of each of the Borrower and its
Subsidiaries have been properly adjusted in all material respects to reflect the reimbursement policies under all applicable Requirements
of Law and other Governmental Payor Arrangements or Third Party Payor Arrangements, to which the Borrower or any of its Subsidiaries
is subject, and such accounts receivable do not exceed amounts the Borrower or such Subsidiary is entitled to receive under any
capitation agreement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to usual charges.
There has been no intentional overbilling or overcollection pursuant to any Governmental Payor Arrangements or Third Party Payor
Arrangement other than as created by routine adjustments and disallowances made in the ordinary course of business by the Governmental
Payors and Third Party Payors with respect to such billings.


 


Section 4.24        Fraud
and Abuse. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any of its Subsidiaries has engaged in any activities that (a) are prohibited under 42 U.S.C.
§§ 1320a-7b, or the regulations promulgated thereunder, or related Requirements of Law, or (b) are prohibited by rules
of professional conduct, or (c) are prohibited under any statute or the regulations promulgated pursuant to such statutes, including,
without limitation, the following: (i) knowingly and willfully making or causing to be made a false statement or misrepresentation
of a material fact in any application for any benefit or payment; (ii) knowingly and willfully making or causing to be made any
false statement or misrepresentation of a material fact for use in determining rights to any benefit or payment; (iii) failure
to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment
on its own behalf or on behalf of another with intent to secure such benefit or payment fraudulently; and (iv) knowingly and willfully
soliciting or receiving any illegal remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or
covertly, in cash or in kind or offering to pay or receive such remuneration (x) in return for referring an individual to a Person
for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by
any Governmental Payor, or (y) in return for purchasing, leasing, or ordering or arranging for or recommending purchasing, leasing
or ordering any good facility, service, or item for which payment may be made in whole or in part by any Governmental Payor. Between
January 1, 2007, and December 31, 2012, neither the Borrower nor any of its Subsidiaries received a subpoena issued by any Governmental
Authority with respect to a possible violation of Healthcare Laws by the Borrower or any of its Subsidiaries (but excluding Routine
Payor Audits) for any matter that has not been fully and finally resolved. Between January 1, 2016, and the Closing Date, neither
the Borrower nor any of its Subsidiaries has received a subpoena issued by any Governmental Authority with respect to a possible
violation of Healthcare Laws by the Borrower or any of its Subsidiaries (but excluding Routine Payor Audits).


 




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Section 4.25       Existing
Lien Documents. As of the Closing Date, the Borrower has delivered to Administrative Agent a complete and correct copy
of the Existing Lien Loan Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and
all other documents delivered pursuant thereto or in connection therewith). All Obligations constitute Indebtedness entitled to
the benefits of the lien subordination provisions contained in the Priming/Existing Lien Intercreditor Agreement.


 


Section 4.26        EEA
Financial Institutions; Other Regulations. No Loan Party is an EEA Financial Institution.


 


ARTICLE
V



AFFIRMATIVE COVENANTS


 


The Borrower covenants
and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or outstanding (other than indemnities
and other contingent obligations not then due and payable and as to which no claim has been made):


 


Section 5.1          Financial
Statements and Other Information. The Borrower will deliver to the Administrative Agent (who will deliver to each Lender):


 


(a)          as
soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower, a copy of the annual audited
report for such Fiscal Year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and
its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity
and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in
each case in comparative form the figures for the previous Fiscal Year, and reported on by independent public accountants of nationally
recognized standing (without a “going concern” or like qualification, exception or explanation and without any qualification
or exception as to the scope of such audit (except any such qualification arising as a result of the impending “Maturity
Date” (as defined in the Existing Lien Credit Agreement) (as a result of clause (i) of such definition), “Revolving
Commitment Termination Date” (as defined in the Existing Lien Credit Agreement) (as a result of clause (i) of such definition)
or Revolving Commitment Termination Date (as a result of clause (i) of such definition)) to the effect that such financial statements
present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries
for such Fiscal Year on a consolidated basis in accordance with GAAP (as in effect at the time such financial statements were prepared
and subject to Section 1.3) consistently applied (except as expressly noted therein) and that the examination by such accountants
in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;


 


(b)          as
soon as available and in any event within 45 days after the end of each Fiscal Quarter of the Borrower (other than the last Fiscal
Quarter in each Fiscal Year), an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such
Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries
for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures
for the corresponding Fiscal Quarter and the corresponding portion of the Borrower’s previous Fiscal Year and the corresponding
figures for the Profit Plan for the current Fiscal Year;


 




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(c)          concurrently
with the delivery of the financial statements referred to in subsections (a) and (b) of this Section, a Compliance Certificate
signed by an appropriate Responsible Officer of the Borrower (i) certifying as to whether there exists a Default or Event of Default
on the date of such certificate and, if a Default or an Event of Default then exists, specifying the details thereof and the action,
if any, which the Borrower has taken or proposes to take with respect thereto, (ii) if applicable, setting forth in reasonable
detail calculations demonstrating compliance with the financial covenant set forth in Article VI, (iii) specifying any change
in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from the Subsidiaries identified to the
Lenders on the Closing Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be, and (iv) stating whether
any change in GAAP or the application thereof has occurred since the date of the most recently delivered audited financial statements
of the Borrower and its Subsidiaries, and, if any change has occurred, specifying the effect of such change on the financial statements
accompanying such Compliance Certificate;


 


(d)          concurrently
with the delivery of the financial statements referred to in subsection (a) above, a certificate of the accounting firm that
reported on such financial statements (which may be included in the opinion or other reports delivered by such accounting firm
pursuant to subsection (a)) stating that, in making the examination necessary to prepare such financial statements, no knowledge
was actually obtained of the occurrence and continuance of any Default or Event of Default, except as specified in such certificate
(it being understood that no special or separate inquiry or review will have been made or shall be required to be made with respect
to the existence of any Default or Event of Default and that such certificate shall be limited to the items that independent certified
public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession);


 


(e)          as
soon as available and in any event within 90 days after the commencement of any Fiscal Year, a Profit Plan for such Fiscal Year;


 


(f)          promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission,
or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;


 


(g)          promptly
following any request therefor, such other reports or information including with respect to the results of operations, business
affairs and financial condition of the Borrower or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably
request;


 


(h)          deliver
to the Administrative Agent (who will deliver to each private-side Lender) as soon as available and in any event within 30 days
after the end of each fiscal month of the Borrower, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries
as of the end of such fiscal month and the related unaudited consolidated statements of income and cash flows of the Borrower and
its Subsidiaries for such fiscal month and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative
form the corresponding figures for the Profit Plan for the current Fiscal Year; provided the Administrative Agent and the
Lenders acknowledge and agree that (x) the financial statements described in this clause (h) are confidential and constitute material
non-public information of the Borrower and (y) neither the Administrative Agent nor any other Lender (including any private-side
Lender) shall distribute or furnish a copy of all or any portion of the financial statements described in this clause (h) to any
Lender that is not a private-side Lender other as expressly permitted under Section 10.11(iv); and


 




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(i)          
deliver to the Administrative Agent (for distribution to the Revolving Credit Lenders) 13-week cash flow statements within five
(5) Business Days of the last day of each calendar week.


 


So long as the Borrower is
required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Borrower may satisfy its obligation
to deliver the financial statements referred to in clauses (a) and (b) above by delivering the Borrower’s Form 10-K or 10-Q
filed with the Securities and Exchange Commission within the applicable time periods set forth in clauses (a) and (b), as applicable.


 


Section 5.2          Notices
of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice
of the following:


 


(a)   
       the occurrence of any Default or Event of Default;


 


(b)          the
filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental
Authority against the Borrower or any of its Subsidiaries which would reasonably be expected to result in a Material Adverse Effect;


 


(c)          the
occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law, (ii) becomes subject to any Environmental Liability, (iii) receives written notice of any claim with respect to any Environmental
Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the
aggregate, would reasonably be expected to result in a Material Adverse Effect;


 


(d)          promptly
and in any event within 15 days after (i) the Borrower or any of its Subsidiaries knows or has reason to know that any ERISA Event
that (individually or together with all other ERISA Events) would reasonably be expected to have a Material Adverse Effect has
occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed
to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event
and any notices received by the Borrower or such Subsidiary (or, if applicable, an ERISA Affiliate) from the PBGC or any other
governmental agency with respect thereto and (ii) becoming aware that there has been a material increase in Unfunded Pension Liabilities
(not taking into account Plans with negative Unfunded Pension Liabilities) or a Plan is, or is expected to be, in at risk status
under Title IV of ERISA since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable
such that the resulting Unfunded Pension Liabilities, if incurred, or the at risk status, as applicable, would reasonably be expected
to have a Material Adverse Effect, a detailed written description thereof from the chief financial officer of the Borrower;


 


(e)          the
receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect
to the Existing Lien Credit Agreement or any Material Indebtedness of the Borrower or any of its Subsidiaries;


 




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(f)  
        upon receipt thereof, copies of all final audit reports and all final
management letters relating to the Borrower or any of its Subsidiaries submitted by the Borrower’s primary accountants
or primary auditors in connection with each annual, interim or special audit of the books of the Borrower or any of its
Subsidiaries (provided, that, in the event that the Borrower engages such accountants or auditors to perform a
specific review, test, valuation or other analysis of all or any portion of the Borrower’s financial condition or
financial performance, the results of such engagement shall not be required to be delivered to the Administrative Agent or
the Lenders to the extent that such results are not otherwise required to be delivered pursuant to another provision of this
Agreement);


 


(g)          written
notice of the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or other Person of (1) any notice
asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that
threatens the taking of any action against the Borrower or any of its Subsidiaries or sets forth circumstances in any such event
where the failure or the taking of action would reasonably be expected to have a Material Adverse Effect, (2) any notice of any
actual or threatened in writing Limitation with respect to any Governmental Payor Arrangement, Third Party Payor Arrangement, License,
or Company Accreditation of the Borrower or any of its Subsidiaries, where such action would reasonably be expected to have a Material
Adverse Effect, or (3) any subpoena, search warrant, civil investigative demand or other request or investigation by a Governmental
Authority with respect to a possible violation of Healthcare Laws by the Borrower or any of its Subsidiaries (but excluding (A)
state licensure and Medicare certification and participation surveys by a Governmental Authority with respect to a possible violation
of Healthcare Laws, unless any deficiencies are of a kind that do result or likely will result in the issuance of a notice of suspension
or termination of any license, payment, or provider or supplier number or agreement, and (B) Routine Payor Audits);


 


(h)          the
occurrence of any action, event, investigation, notice or other item that could reasonably be expected to restrain or prevent,
or impose any material adverse conditions on, the Existing Senior Notes Redemption;


 


(i)    
      if any Default or Event of Default is in existence, if requested by the Administrative
Agent, furnish to the Administrative Agent, to the maximum extent permitted by applicable Requirements of Law, (i) copies of
all Company Regulatory Filings, (ii) copies of all Licenses, Company Accreditations and Company Reimbursement Approvals, as
the same may be renewed or amended; (iii) copies of all Health Care Audits and correspondence related thereto and corrective
action plans prepared and submitted in response thereto, and (iv) a report of the status of all recoupments, holdbacks,
offsets, vendor holds, denials and appeals of amounts owed pursuant to any Company Reimbursement Approvals, in each case
outside the ordinary course of business (and ordinary course of business shall be deemed to exclude recoupments, holdbacks,
offsets, denials and vendor holds resulting from, related to or arising out of allegations of fraud or patterns of practices
of contracting, billing or claims submission inconsistent with Requirements of Law), all subject to any limitations on
disclosure included in any Requirement of Law;


 


(j)   
       any default or material amendment under, or termination of, (i) that certain
Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on
behalf of its Oxford Health Plans (NJ), (ii) that certain Facility Participation Agreement effective as of June 1, 2009, with
United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of the Midwest, (iii) that certain
Ancillary Provider Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company,
contracting on behalf of itself and UnitedHealthcare of New York, or (iv) that certain Ancillary Provider Participation
Agreement effective as of June 1, 2009, with UnitedHealthcare of New York, Inc.; and


 


(k)     
     any other development that results in, or would reasonably be expected to result in, a Material
Adverse Effect.


 




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The Borrower will furnish
to the Administrative Agent (who will furnish to each Lender) the following:


 


(x)          promptly
and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan
Party’s chief executive office, its principal place of business or any office in which it maintains books or records, (iii)
in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number
or organizational number or (v) in any Loan Party’s jurisdiction of organization; and


 


(y)          promptly
upon request therefor, such other information and reports relating to the past, present or anticipated future financial condition,
operations, plans, budgets and projections of the Borrower and each of its Subsidiaries, as the Administrative Agent or any Lender
at any time or from time to time may reasonably request.


 


Each notice or other document
delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of
the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.


 


Section 5.3          Existence;
Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary
to preserve, renew and maintain in full force and effect its legal existence and its respective material rights, licenses, permits,
privileges, franchises, Patents, Copyrights, Trademarks and trade names that are material for the conduct of its business, except
where failure to do so would not reasonably be expected to result in a Material Adverse Effect; provided that nothing in
this Section shall prohibit any transaction that is permitted hereunder.


 


Section 5.4          Compliance
with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and
requirements of any Governmental Authority applicable to its business and properties, including, without limitation, all Environmental
Laws, ERISA and OSHA, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect.


 


Section 5.5          Payment
of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity
all of its material obligations and liabilities (including, without limitation, all taxes, assessments and other governmental charges,
levies and all other claims that could result in a statutory Lien) before the same shall become delinquent or in default, except
where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such
Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make
payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.


 


Section 5.6          Books
and Records. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities
to the extent necessary to prepare the consolidated financial statements of the Borrower in conformity with GAAP (subject to the
terms of this Agreement with respect to such financial statements).


 




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Section 5.7          Visitation
and Inspection. The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative
Agent to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and
to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants (provided
that the Borrower is provided reasonable prior notice of any discussion with its auditors or accountants and is afforded an opportunity
to participate in such discussions), all at such reasonable times and subject to reasonable prior notice to the Borrower or such
Subsidiary; provided that, so long as no Event of Default has occurred and is continuing, visits and inspections under this
Section 5.7 shall be limited to one time per Fiscal Year. Any Lender may accompany the Administrative Agent on any visit
or inspection pursuant to this Section 5.7, at such Lender’s expense. Any Related Party of the Administrative Agent
or any Lender that attends or participates in any such visit or inspection shall, prior to such attendance or participation, expressly
agree to be subject to and bound by the confidentiality provisions of this Agreement or shall otherwise be bound by professional
ethics rules to maintain such confidentiality.


 


Section 5.8          Maintenance
of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear and tear, casualty and condemnation
excepted, (b) maintain with financially sound and reputable insurance companies which are not Affiliates of the Borrower (i) insurance
with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the
kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations (including,
in any event, flood insurance as described in the definition of Real Estate Documents) and (ii) all insurance required to be maintained
pursuant to the Collateral Documents, and will, upon request of the Administrative Agent, furnish to each Lender at reasonable
intervals a certificate of a Responsible Officer setting forth the nature and extent of all insurance maintained by the Borrower
and its Subsidiaries in accordance with this Section and (c) at all times shall cause the applicable insurance provider to name
the Administrative Agent as an additional insured on all liability policies of the Borrower and its Subsidiaries and as a loss
payee (pursuant to a loss payee endorsement reasonably satisfactory to the Administrative Agent) on all casualty and property insurance
policies of the Borrower and its Subsidiaries, in each case, other than any director and officer indemnification policies, workers’
compensation policies and any policies that provide coverage for property that does not constitute Collateral.


 


Section 5.9          Use
of Proceeds; Margin Regulations.


 


(a)          (a)          The
Borrower will use the proceeds of all Loans to (i) fund the Existing Lien LC Cash Collateral Account in an amount equal to 105%
of the aggregate “LC Exposure” (as defined in the Existing Lien Credit Agreement) of all Existing Lien Lenders as of
the Closing Date plus any accrued and unpaid fees thereon, (ii) repay (x) “Revolving Loans” (as defined in the Existing
Lien Credit Agreement) held by SunTrust Bank under the Existing Lien Credit Agreement in the principal amount of $700,000 and accrued
interest thereon and (y) “Revolving Loans” (as defined in the Existing Lien Credit Agreement) held by JFIN REVOLVER
CLO 2015 LTD and JFIN REVOLVER CLO LTD under the Existing Lien Credit Agreement in the aggregate principal amount of $300,000 and
accrued interest thereon, (iii) pay fees and expenses incurred in connection with the execution and delivery of this Agreement
and the other Loan Documents, the initial Borrowings made hereunder and the transactions contemplated to occur in connection therewith,
(iv) finance working capital needs of the Loan Parties and (v) fund other general corporate purposes of the Borrower and its Subsidiaries.


 


(b)          [Reserved].


 


No part of the proceeds
of any Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board
of Governors of the Federal Reserve System, including Regulation T, Regulation U or Regulation X.


 




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Section 5.10       Casualty
and Condemnation. The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding by any
Governmental Authority for the taking of any material portion of the Collateral or any material interest therein under power of
eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Cash Proceeds of any such Prepayment Event
(whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the
applicable provisions of this Agreement and the Collateral Documents.


 


Section 5.11       Cash
Management. The Borrower shall, and shall cause each Subsidiary Loan Party to, maintain the cash management systems
described below:


 


(a)          Maintain
all cash management and treasury business with SunTrust Bank or a Permitted Third Party Bank, including, without limitation, all
deposit accounts, disbursement accounts, investment accounts and lockbox accounts, other than Excluded Accounts (each such deposit
account, disbursement account, investment account and lockbox account, other than any Excluded Account, a “Controlled
Account”).


 


(b)          Each
Controlled Account shall (i) be a cash collateral account, with all cash, checks and other similar items of payment in such account
securing payment of the Obligations, and in which the Borrower and each of its Subsidiaries shall have granted a first priority
Lien (subject to non-consensual Liens arising by operation of law) to the Administrative Agent, on behalf of the Secured Parties,
and (ii) be subject to an Account Control Agreement.


 


(c)          Subject
to Section 5.11(e), deposit promptly, and in any event no later than five (5) Business Days after the date of receipt thereof,
all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all
accounts and other Collateral into Controlled Accounts, in each case except for cash, checks, drafts, other similar payment items
and Cash Equivalents the aggregate value of which does not exceed $3,000,000 at any time.


 


(d)          At
any time after the occurrence and during the continuance of an Event of Default and at all times subject to the Priming/Existing
Lien Intercreditor Agreement, at the request of the Required Lenders, the Borrower will, and will cause each other Loan Party to,
cause all payments constituting proceeds of accounts or other Collateral to be directed into lockbox accounts under agreements
in form and substance reasonably satisfactory to the Administrative Agent.


 


(e)          For
each deposit account into which the Borrower or any Subsidiary Loan Party receives payments from Federal/State Health Care Program
Account Debtors (a “Government Receivables Account”), the Borrower or such Subsidiary Loan Party shall enter
into an agreement (a “Government Receivables Account Agreement”) with the Permitted Third Party Bank at which
such Government Receivables Account is located, in such form as may be reasonably approved by the Administrative Agent, which agreement
shall provide that all funds deposited into such Government Receivables Account shall be transferred promptly (but in any event
within one (1) Business Day of deposit) to a Controlled Account of the Borrower or such Subsidiary Loan Party. Neither the Borrower
nor any Subsidiary Loan Party shall terminate or modify a Government Receivables Account Agreement without the approval of the
Administrative Agent, which approval (or non-approval, as the case may be) shall be communicated to the Borrower by the Administrative
Agent within five (5) Business Days of any such request for approval and which approval shall not be unreasonably withheld, conditioned
or delayed.


 




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Section 5.12        Additional
Subsidiaries and Collateral.


 


(a)          In
the event that, subsequent to the Closing Date, any Person (including the PBM Strategic Joint Venture, but specifically excluding
any Specified Strategic Joint Venture) becomes a Domestic Subsidiary, whether pursuant to formation, acquisition or otherwise,
(x) the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days (or such longer
period as the Administrative Agent shall agree in writing) after such Person becomes a Domestic Subsidiary, the Borrower shall
cause such Domestic Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of
its personal property that is not Excluded Property by executing and delivering to the Administrative Agent a supplement to the
Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering
a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and
delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative
Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens
in favor of the Administrative Agent in all fee ownership interests in Real Estate having a fair market value in excess of $5,000,000
as of the date such Person becomes a Domestic Subsidiary by executing and delivering to the Administrative Agent such Real Estate
Documents as the Administrative Agent shall require, and (iii) to deliver all such other customary and reasonable documentation
(including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys,
environmental reports and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver
and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would
be required to deliver pursuant to Section 5.13 with respect to any Real Estate. In addition, within 30 days (or such longer
period as the Administrative Agent shall permit in writing in its sole discretion) after the date any Person becomes a Domestic
Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic
Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty
and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver the original
certificates evidencing such pledged Capital Stock (to the extent that such Capital Stock is certificated) to the Administrative
Agent, together with appropriate powers executed in blank, in each case, other than any such Capital Stock that constitutes Excluded
Property.


 


(b)          In
the event that, subsequent to the Closing Date, any Person becomes a Foreign Subsidiary, whether pursuant to formation, acquisition
or otherwise, (i) the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and (ii) to the extent such
Foreign Subsidiary is owned directly by any Loan Party, within 60 days after such Person becomes a Foreign Subsidiary (or such
longer period as the Administrative Agent shall agree in writing), the Borrower shall, or shall cause the applicable Loan Party
to, (A) pledge not more than 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary to the Administrative
Agent as security for the Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Administrative
Agent, (B) deliver the original certificates evidencing such pledged Capital Stock (to the extent that such Capital Stock or portion
thereof is certificated) to the Administrative Agent, together with appropriate powers executed in blank and (C) deliver all such
other customary and reasonable documentation (including, without limitation, certified organizational documents, resolutions, lien
searches and legal opinions) and to take all such other actions as the Administrative Agent may reasonably request.


 


(c)          The
Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section,
the Administrative Agent shall have a valid and enforceable, first priority perfected Lien (subject to Specified Permitted Liens)
on the property required to be pledged pursuant to subsections (a) and (b) of this Section (to the extent that such Lien can be
perfected by execution, delivery and/or recording of the Collateral Documents or by filing UCC financing statements, or by taking
actual possession of such Collateral), free and clear of all Liens other than Liens expressly permitted by Section 7.2.
All actions to be taken pursuant to this Section shall be at the expense of the Borrower or the applicable Loan Party, and shall
be taken to the reasonable satisfaction of the Administrative Agent.


 




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Section 5.13        Additional
Real Estate; Leased Locations.


 


(a)          If
any Loan Party proposes to acquire after the Closing Date a fee ownership interest in Real Estate having a fair market value in
excess of $5,000,000 as of the date of the acquisition thereof, it shall within ninety (90) days following such acquisition provide
to the Administrative Agent the Real Estate Documents with respect to such Real Estate.


 


(b)          If
any Loan Party proposes to lease any real property that will serve as such Loan Party’s chief executive office or the location
at which such Loan Party’s books or records will be stored or located, it shall provide to the Administrative Agent a copy
of such lease and, within sixty (60) days following the effectiveness of such lease, a Collateral Access Agreement from the landlord
of such leased property or the bailee with respect to any warehouse or other location where such books, records or Collateral will
be stored or located; provided, that if such Loan Party is unable to deliver any such Collateral Access Agreement after
using its commercially reasonable efforts to do so, the Administrative Agent shall waive the foregoing requirement in its reasonable
discretion.


 


Section 5.14        Further
Assurances. The Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing
statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements,
fixture filings, Mortgages and other documents), which may be required under any applicable law, or which the Administrative Agent
or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant,
preserve, protect or perfect the Liens created by the Collateral Documents or the validity or priority of any such Lien, all at
the expense of the Loan Parties. The Borrower also agrees to provide to the Administrative Agent, from time to time upon request,
evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended
to be created by the Collateral Documents.


 


Section 5.15       Healthcare
Matters. Without limiting the generality of any other covenant contained in this Agreement, and except as would not reasonably
be expected to have a Material Adverse Effect, the Borrower will, and will cause each of its Subsidiaries to (i) conduct its operations
in compliance with all applicable Healthcare Laws, (ii) maintain and comply with all Governmental Payor Arrangements, Third Party
Payor Arrangements, Licenses, Company Accreditations and Company Reimbursement Approvals, (iii) timely file, or cause to be filed,
all Company Regulatory Filings in accordance with all Requirements of Law, (iv) timely pay all amounts, Taxes, fees and assessments,
if any, due and payable in connection with Company Regulatory Filings, (v) timely submit and implement all corrective action plans
required to be prepared and submitted in response to any Health Care Audits, (vi) timely refund all overpayments (other than those
appealed through the ordinary administrative processes of any applicable Governmental Authority) determined to exist by any Governmental
Authority under any Healthcare Law or pursuant to any Governmental Payor Arrangement, (vii) timely repay any overpayment amounts
owing under any finally resolved audit or investigation by any Third Party Payor, and (viii) process credit balances received from
Third Party Payors in a manner consistent with the Borrower’s internal policies. The Borrower will, and will cause each of
its Subsidiaries to, notify the Administrative Agent promptly after the Borrower or any of its Subsidiaries becomes aware of any
violation of Healthcare Laws by the Borrower or any of its Subsidiaries that would reasonably be expected to have a Material Adverse
Effect.


 




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Section 5.16       Post-Closing
Covenants. The Borrower will, and will cause each of its Subsidiaries to, as applicable, not later than the dates specified
therefor on Schedule 5.16 (or such later dates as the Administrative Agent may agree in writing in its sole discretion),
satisfy each of the requirements set forth on Schedule 5.16.


 


Section 5.17       Existing
Lien Credit Enhancements. If the Existing Lien Agent or any “Secured Party” under the Existing Lien Loan Documents,
in its capacity as such, receives any additional guaranty or additional collateral agreement after the date hereof, without limitation
of any Event of Default that may arise as a result thereof, the Borrower shall, substantially concurrently with such receipt, cause
the same to be granted to the Administrative Agent, for its own benefit and the benefit of the Secured Parties (subject to and
without limitation of the terms of the Priming/Existing Lien Intercreditor Agreement).


 


Section 5.18       Existing
Lien Loan Documents. Notwithstanding anything in this Agreement to the contrary, if any amendment or modification to the
Existing Lien Loan Documents amends or modifies any representation and warranty, covenant (including any financial covenant), event
of default or other term contained in the Existing Lien Loan Documents (or any related definitions), in each case, in a manner
that is more restrictive upon Loan Parties or if any amendment or modification to the Existing Lien Credit Agreement or other Existing
Lien Loan Document adds an additional representation and warranty, covenant or event of default therein, the Borrower and the other
Loan Parties acknowledge and agree that this Agreement or the other Loan Documents, as the case may be, shall be automatically
amended or modified to effect similar amendments or modifications with respect to this Agreement or such other Loan Documents,
without the need for any further action or consent by the Borrower, the Loan Parties, or any other party. In furtherance of the
foregoing, the Borrower and the other Loan Parties permit the Administrative Agent and the Lenders to document each such similar
amendment or modification to this Agreement or such other Loan Documents or insert a corresponding new representation and warranty,
covenant, event of default or other provision in this Agreement or such other Loan Documents without any need for any further action
or consent by the Borrower, the other Loan Parties or any other party.


 


ARTICLE
VI



FINANCIAL COVENANTS


 


The Borrower covenants
and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or outstanding (other than indemnities
and other contingent obligations not then due and payable and as to which no claim has been made), except with the written consent
of the Required Lenders:


 


(a)          The
Borrower shall not permit the Consolidated Senior Secured Net Leverage Ratio as of the last day of the most recently ended Fiscal
Quarter for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.1(a)
or 5.1(b), as applicable, for the period of four (4) consecutive Fiscal Quarters ending on such date, to be greater than
the ratio set forth below opposite such Fiscal Quarter:


 


	Fiscal Quarter Ending 	 	Consolidated Senior Secured Net Leverage Ratio
	 	 	 
	December 31, 2016	 	12.00:1.00
	 	 	 
	March 31, 2017 	 	12.00:1.00
	 	 	 
	June 30, 2017	 	12.00:1.00


 




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	Fiscal Quarter Ending 	 	Consolidated Senior Secured Net Leverage Ratio
	 	 	 
	September 30, 2017	 	10.00:1.00
	 	 	 
	December 31, 2017 	 	9.00:1.00
	 	 	 
	March 31, 2018	 	8.00:1.00 
	 	 	 
	June 30, 2018	 	7.50:1.00


 


(b)          The
Borrower shall achieve Consolidated EBITDA for each period set forth below of not less than the respective amounts set forth below
opposite such period:


 


	Period	 	Minimum Consolidated EBITDA	 
	 	 	 	 
	Three-month period ending December 31, 2016	 	$	6,800,000	 
	 	 	 	 	 
	Six-month period ending March 31, 2017	 	$	12,000,000	 
	 	 	 	 	 
	Nine-month period ending June 30, 2017	 	$	22,000,000	 
	 	 	 	 	 
	Twelve-month period ending September 30, 2017	 	$	32,000,000	 
	 	 	 	 	 
	Twelve-month period ending December 31, 2017	 	$	39,000,000	 
	 	 	 	 	 
	Twelve-month period ending March 31, 2018	 	$	45,000,000	 
	 	 	 	 	 
	Twelve-month period ending June 30, 2018	 	$	52,000,000	 



 


ARTICLE
VII



NEGATIVE COVENANTS


 


The Borrower covenants
and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains outstanding (other than indemnities
and other contingent obligations not then due and payable and as to which no claim has been made):


 


Section 7.1           Indebtedness
and Disqualified Capital Stock.


 


(a)          The
Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:


 


(i)          Indebtedness
created pursuant to the Loan Documents;


 


(ii)         Indebtedness
of the Borrower and its Subsidiaries existing on the date hereof (including any Permitted Surviving Debt) and set forth on Schedule
7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount
thereof immediately prior to giving effect to such extension, renewal or replacement (except in respect of costs and expenses in
connection therewith or any interest that is paid-in-kind and capitalized to the principal amount thereof in connection with such
extension, renewal or replacement) or shorten the maturity or the Weighted Average Life to Maturity thereof;


 




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(iii)          Indebtedness
of the Borrower or any of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital
assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets
or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior
to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or
replacements of any such Indebtedness that do not increase the outstanding principal amount thereof immediately prior to giving
effect to such extension, renewal or replacement (except in respect of costs and expenses in connection therewith or any interest
that is paid-in-kind and capitalized to the principal amount thereof in connection with such extension, renewal or replacement)
or shorten the maturity or the Weighted Average Life to Maturity thereof; provided, that the aggregate principal amount
of Indebtedness outstanding under this clause (iii) at any time (including any of such Indebtedness which is set forth on Schedule
7.1) does not exceed the greater of (A) $12,500,000 and (B) 1.50% of Consolidated Total Assets;


 


(iv)          (A)
intercompany Indebtedness between or among the Borrower and any Subsidiary Loan Party and (B) intercompany Indebtedness between
or among the Borrower and any Subsidiary that is not a Loan Party permitted by Section 7.4(d);


 


(v)          (A)
Guarantees by the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary Loan Party of Indebtedness of the
Borrower or any other Subsidiary Loan Party and (B) Guarantees by the Borrower of Indebtedness of any Subsidiary that is not Loan
Party and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary that is not a Loan Party permitted by Section
7.4(d);


 


(vi)         [Reserved];


 


(vii)        Indebtedness
in respect of performance, bid, surety, indemnity, appeal bonds, completion guarantees and other obligations of like nature and
guarantees and/or obligations as an account party in respect of the face amount of letters of credit in respect thereof, in each
case securing obligations not constituting Indebtedness for borrowed money (including workers’ compensation claims, environmental
remediation and other environmental matters and obligations in connection with self-insurance or similar requirements) provided
in the ordinary course of business;


 


(viii)       Indebtedness
arising from the endorsement of instruments in the ordinary course of business;


 


(ix)          Indebtedness
consisting of contingent liabilities in respect of any indemnification, working capital adjustment, purchase price adjustment,
non-compete, consulting, deferred compensation, earn-out obligations, contingent consideration, contributions, and similar obligations,
incurred in connection with any Investment permitted under Section 7.4 or any disposition permitted under Section 7.6;


 




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(x)          Indebtedness
consisting of the financing of insurance premiums required by this Agreement or otherwise incurred in the ordinary course of business;


 


(xi)          cash
management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections,
employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees
thereof;


 


(xii)        Hedging
Obligations not prohibited by Section 7.10;


 


(xiii)       Indebtedness
of the Borrower or any of its Subsidiaries owed to any supplier or vendor of Inventory incurred to finance the acquisition of Inventory
from such supplier or vendor, including the ABDC Obligations; provided, that, immediately after giving effect to any incurrence
of Indebtedness under this clause (xiii) on any date of determination, the aggregate principal amount of Indebtedness outstanding
under this clause (xiii) does not exceed $20,000,000 for any period of more than twenty (20) consecutive days after a Responsible
Officer of the Borrower becomes aware of such excess outstanding amount;


 


(xiv)       Indebtedness
(other than the ABDC Obligations) that is (x) unsecured or (y) subject to delivery of an intercreditor agreement in form and substance
reasonably satisfactory to the Administrative Agent, secured by Liens that are junior in priority to the Liens securing the Obligations
so long as (A) after giving pro forma effect to the incurrence of such Indebtedness (together with any Acquisitions and/or Investments
consummated in connection therewith) the Consolidated Total Net Leverage Ratio is less than or equal to 4.50 to 1.00, calculated
as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered
pursuant to Section 5.1(b) as if such Indebtedness was incurred, and any Acquisitions and/or Investments consummated
in connection therewith were consummated, on the first day of the relevant period for testing compliance and (B) the Borrower shall
have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer certifying
to the foregoing Section 7.1(a)(xiv)(A) at least three Business Days prior to the date of the incurrence of such Indebtedness;


 


(xv)        unsecured
Indebtedness evidenced by the Senior Notes;


 


(xvi)       [Reserved];


 


(xvii)      [Reserved];


 


(xviii)     obligations
arising under indemnity agreements or other arrangements with title insurers to cause such title insurers to issue title policies
in the ordinary course of business;


 


(xix)        Indebtedness
representing deferred compensation or reimbursable expenses owed to employees of the Borrower or any of its Subsidiaries incurred
in the ordinary course of business;


 


(xx)        Guarantees
by the Borrower in the ordinary course of business of any obligations of any Subsidiary Loan Party under an operating lease to
which such Subsidiary Loan Party is a party;


 




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(xxi)        other
unsecured Indebtedness (other than Indebtedness for borrowed money); provided, that the aggregate principal amount of Indebtedness
outstanding under this clause (xxi) at any time does not exceed the greater of (A) $5,000,000 and (B) 1.00% of Consolidated Total
Assets;


 


(xxii)       Indebtedness
(other than the ABDC Obligations) of the Borrower or any Subsidiary Loan Party that is unsecured; provided, that (A) the
aggregate principal amount of any Indebtedness outstanding under this clause (xxii) at any time does not exceed $250,000,000 (excluding
any amounts representing capitalized or accreted interest that are added to the principal balance of such Indebtedness after the
date of issuance thereof), and (B) promptly (but in any event within five (5) Business Days) following receipt thereof, 100% of
the Net Cash Proceeds of such issuance of Indebtedness are used to prepay the outstanding principal balance of the Revolving Loans
in accordance with Section 2.12(b);


 


(xxiii)      Indebtedness
(other than the ABDC Obligations) of the Borrower or any Subsidiary Loan Party that is subject to delivery of an intercreditor
agreement in form and substance reasonably satisfactory to the Administrative Agent, secured by Liens that are junior in priority
to the Liens securing the Obligations; provided, that (A) the aggregate principal amount of any secured Indebtedness outstanding
under this clause (xxiii) at any time does not exceed $150,000,000 (excluding any amounts representing capitalized or accreted
interest that are added to the principal balance of such Indebtedness after the date of issuance thereof), and (B) promptly (but
in any event within five (5) Business Days) following receipt thereof, an amount equal to (x) 100% of the Net Cash Proceeds of
such issuance of Indebtedness less (y) an amount equal to $10,000,000 is used to prepay the outstanding principal balance of the
Revolving Loans in accordance with Section 2.12(b);


 


(xxiv)      the
Existing Lien Obligations to the extent all such obligations constitute “Existing Obligations” under the Priming/Existing
Lien Intercreditor Agreement; and


 


(xxv)      Indebtedness
in respect of letters of credit issued by Persons other than the “Issuing Bank” (as defined in the Existing Lien Credit
Agreement) to replace any Existing Lien Letter of Credit upon the expiration of such Existing Lien Letter of Credit; provided that
the aggregate principal amount of Indebtedness outstanding under this clause (xxv), together with the aggregate face amount of
all unexpired and undrawn Existing Lien Letters of Credit, shall not exceed $7,200,000.


 


For purposes of determining
compliance with this Section 7.1(a), in the event that any item of Indebtedness meets the criteria of more than one of the categories
described in clauses (a)(i) through (a)(xxi), the Borrower and its Subsidiaries shall be permitted to incur any such Indebtedness
in any manner that complies with this Section 7.1(a) and may rely at the time of incurrence upon more than one of the categories
described above; provided that the ABDC Obligations shall be incurred and shall remain outstanding solely under clause (a)(xiii)
above.


 


(b)          The
Borrower will not, and will not permit any Subsidiary to, issue or permit to exist any Disqualified Capital Stock of any such Person.


 


Section 7.2          Liens.
The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any
of its assets or property now owned or hereafter acquired, except:


 


(a)          Liens
securing the Obligations;


 




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(b)          Liens
created under any Existing Lien Loan Document and securing the Existing Lien Obligations permitted hereunder, so long as such Liens
(other than the Lien securing the Existing Lien LC Cash Collateral Account) are subordinated to the Liens securing the Obligations
in accordance with, and subject to, the terms of the Priming/Existing Lien Intercreditor Agreement;


 


(c)     
     Permitted Encumbrances;


 


(d)          Liens
on any property or asset of the Borrower or any of its Subsidiaries existing on the date hereof and set forth on Schedule 7.2;
provided that such Liens shall not apply to any other property or asset of the Borrower or any Subsidiary;


 


(e)          Liens
securing Indebtedness incurred pursuant to Section 7.1(a)(iii); provided that (i) such Lien attaches to such asset concurrently
or within ninety (90) days after the acquisition or the completion of the construction or improvements thereof, (ii) such Lien
granted is limited to the specific fixed assets acquired, constructed or improved and the proceeds thereof and (iii) the aggregate
principal amount of Indebtedness initially secured by such Lien is not more than the acquisition cost of the specific fixed assets
on which such Lien is granted;


 


(f)  
        Liens (other than the ABDC Lien) securing Indebtedness incurred pursuant to Section
7.1(a)(xiii); provided that (i) such Lien granted is limited to the specific Inventory acquired and (ii) the
aggregate principal amount of Indebtedness initially secured by such Lien is not more than the acquisition cost of the
Inventory on which such Lien is granted;


 


(g)          [Reserved];


 


(h)          any
Lien existing on any fixed assets prior to the acquisition thereof by the Borrower or any of its Subsidiaries or existing on any
fixed assets of any Person that becomes a Subsidiary; provided that (i) such Lien was not created in contemplation of or
in connection with such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not apply to any other property of
the Borrower or any of its Subsidiaries, and (iii) such Lien secures only those obligations which it secures on the date of such
acquisition or the date such Person becomes a Subsidiary;


 


(i)      
    Liens securing Indebtedness incurred pursuant to Section 7.1(a)(xiv);


 


(j)      
    extensions, renewals, or replacements of any Lien referred to in subsections (b) through (h) of this
Section; provided that the principal amount of the Indebtedness secured thereby is not increased (except in respect of
costs and expenses in connection therewith or any interest that is paid-in-kind and capitalized to the principal amount
thereof in connection with such extension, renewal or replacement) and that any such extension, renewal or replacement is
limited to the assets originally encumbered thereby;


 


(k)          the
ABDC Lien so long as such Liens are subordinated to the Liens securing the Obligations pursuant to the terms of the ABDC Intercreditor
Agreement;


 


(l)      
    [Reserved];


 


(m)          Liens
securing Indebtedness incurred pursuant to Section 7.1(a)(xxiii); and


 




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(n)          Liens
on (i) cash collateral held in the Existing Lien LC Cash Collateral Account and (ii) cash collateral for letters of credit issued
to replace Existing Lien Letters of Credit; provided that the amount of such cash collateral under this clause (ii) shall
not exceed 105% of the face amount of such letters of credit.


 


Section 7.3          Fundamental
Changes.


 


(a)          The
Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into any other Person, or permit any
other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or
a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) (except
as permitted by Section 7.6) or all or substantially all of the Capital Stock of any of its Subsidiaries (in each case,
whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately
after giving effect thereto, no Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may
merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person,
(ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party,
the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of
all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary may liquidate or
dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower.


 


(b)          The
Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than a Permitted Business.


 


Section 7.4          Investments,
Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant
to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness
or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist
any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any
other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire
(in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form
any Subsidiary, except:


 


(a)          Investments
existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries that are Loan Parties);


 


(b)          Investments
in cash and Cash Equivalents;


 


(c)          Guarantees
by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1;


 


(d)          Investments
made by the Borrower in or to any Subsidiary (other than the PBM Strategic Joint Venture) and by any Subsidiary to the Borrower
or in or to another Subsidiary (other than the PBM Strategic Joint Venture); provided, that (i) in the case of any Investment
in the form of Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party, such Indebtedness (and any related Guarantee
provided by any Loan Party) shall be subordinated to the Obligations on terms and pursuant to documentation in form and substance
reasonably satisfactory to the Administrative Agent and (ii) the aggregate principal amount of all Investments made by a Loan Party
to a Subsidiary that is not a Loan Party shall not exceed the greater of (A) $10,000,000 and (B) 1.50% of Consolidated Total Assets
(net of cash actually received by the Borrower or any such Subsidiary in respect of any such Investments and determined without
regard to any write-downs or write-offs of any investments, loans or advances in connection therewith);


 




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(e)          Investments
in the PBM Strategic Joint Venture;


 


(f)      
    loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in
the ordinary course of business for travel, entertainment, relocation and related expenses; provided that the
aggregate amount of all such loans and advances shall not exceed $2,000,000 at any time outstanding;


 


(g)          Hedging
Transactions not prohibited by Section 7.10;


 


(h)          [Reserved];


 


(i)     
     Investments received in satisfaction or partial satisfaction from financially troubled debtors
or in connection with the bankruptcy or reorganization of suppliers or customers;


 


(j)     
     Investments consisting of deposits, expense prepayments, accounts receivable arising, trade
debt granted and other credits extended to suppliers, distributors or marketers in the ordinary course of business;


 


(k)     
     Investments received as the non-cash portion of consideration received for dispositions not
prohibited by Section 7.6; and


 


(l)      
    other Investments (other than Investments in any Subsidiary that is not a Loan Party) which do not
exceed $8,000,000 in the aggregate over the term of this Agreement.


 


For purposes of determining
the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the cost of
such Investment when made, purchased or acquired, net of any amount representing return of (but not return on) such Investment
and without regard to any forgiveness of Indebtedness.


 


Section
7.5           Restricted Payments. The Borrower will not, and
will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, except:


 


(a)          dividends
payable by the Borrower solely in interests of any class of its common equity;


 


(b)          Restricted
Payments made by any Subsidiary to the Borrower or to another Subsidiary; provided, that, (i) if such Restricted Payment
is made by a Subsidiary that is not wholly owned by the Borrower or another wholly owned Subsidiary of the Borrower, such Restricted
Payment shall be made on at least a pro rata basis with any other shareholders of such non-wholly owned Subsidiary and (ii) other
than any Restricted Payments consisting solely of required tax payments arising by virtue of any Subsidiary Loan Party being a
pass-through entity or being a member of a consolidated or other similar group for income tax purposes, if such Restricted Payment
is made by a Subsidiary Loan Party to a Subsidiary that is not a Loan Party, no Default or Event of Default has occurred and is
continuing before and immediately after giving effect to such payment;


 


(c)          payments
made by the Borrower under the ABDC Prime Vendor Agreement, to the extent permitted by the ABDC Intercreditor Agreement;


 




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(d)          scheduled
payments of principal, interest and other amounts with respect to (i) Existing Lien Obligations to the extent permitted by the
terms of the Existing Lien Loan Documents and by the terms of the Priming/Existing Lien Intercreditor Agreement and (ii) Subordinated
Debt to the extent permitted by the terms of such Indebtedness and by the terms of any subordination agreement applicable thereto;


 


(e)          Restricted
Payments in the form of a non-cash repurchase of Capital Stock of the Borrower that is deemed to occur upon the exercise of stock
options, warrants or other convertible or exchangeable securities to the extent that such Capital Stock represents a portion of
the exercise price of those securities, in each case, pursuant to any equity-based compensation or incentive plan of the Borrower;


 


(f)          dividends
made in cash in lieu of the issuance of fractional shares of Capital Stock of the Borrower in connection with the exercise warrants,
options or other securities convertible into, or exchangeable for, Capital Stock of the Borrower pursuant to any equity-based compensation
or incentive plan of the Borrower; and


 


(g)          cash
dividends, distributions, and share repurchases by the Borrower in respect of the Borrower’s common Capital Stock so long
as: (i) the aggregate amount of such cash dividends, distributions, and share repurchases does not exceed the Available Amount,
(ii) after giving pro forma effect to such cash dividend, distribution, or share repurchase, the Consolidated Total Net Leverage
Ratio is less than or equal to 2.50 to 1.00, calculated as of the last day of the most recently ended Fiscal Quarter for which
financial statements are required to have been delivered pursuant to Section 5.1(b), and (iii) at the time of such cash dividend,
distribution, or share repurchase and after giving effect thereto, no Default or Event of Default exists.


 


Section 7.6          Sale
of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer
or otherwise dispose of any of its assets, business or property or, in the case of any Subsidiary, any shares of such Subsidiary’s
Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan
Party (or to qualify directors if required by applicable law), except:


 


(a)          the
sale or other disposition of damaged, scrap, obsolete or worn out property or other property (including intellectual property)
not necessary for operations, in each case, disposed of in the ordinary course of business;


 


(b)          the
sale of inventory in the ordinary course of business;


 


(c)          the
sale or other disposition of cash and Cash Equivalents in the ordinary course of business;


 


(d)          the
issuance of Capital Stock by any Subsidiary of the Borrower issued to the Borrower or any Subsidiary Loan Party so long as such
issuance does not result in a Change in Control;


 


(e)          any
sale or disposition of Non-Core Assets so long as (i) at least 75% of the aggregate consideration received in respect of such sale
or disposition is received in cash or Cash Equivalents; (ii) such sales and dispositions shall be for fair market value; (iii)
the Borrower shall be in compliance with the terms of Article VI (whether or not then in effect), on a Pro Forma Basis after
giving effect to such sale or disposition, calculated as of the last day of the most recently ended Fiscal Quarter for which financial
statements are required to have been delivered pursuant to Section 5.1(b) and the Borrower shall have delivered to the Administrative
Agent a certificate with applicable calculations attached signed by a Responsible Officer certifying to the foregoing; (iv) immediately
before and after giving effect to such sale or disposition, no Default or Event of Default shall have occurred and be continuing;
and (v) promptly (but in any event within five (5) Business Days) upon receipt thereof, 100% of the Net Cash Proceeds of such sale
or disposition are used to prepay the outstanding principal balance of the Revolving Loans in accordance with Section 2.12(a);


 




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(f)          the
occurrence of any casualty event, condemnation, eminent domain or other similar proceeding with respect to any assets or property
of the Borrower or any of its Subsidiaries (provided that the Net Cash Proceeds thereof are used to prepay the Loans in
accordance with Section 2.12(a)); and


 


(g)          any
other sale or disposition of assets not otherwise described in this Section 7.6 not to exceed $1,000,000 in the aggregate
over the term of this Agreement, so long as (i) at least 75% of the aggregate consideration received in respect of such sale or
disposition is received in cash or Cash Equivalents, (ii) such sales and dispositions shall be for fair market value (provided
that the Net Cash Proceeds thereof are used to prepay the Loans in accordance with Section 2.12(a)) and (iii) such sales
and dispositions are made to a Person that is not an Affiliate of the Borrower.


 


Section 7.7          Transactions
with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except:


 


(a)          in
the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than
could be obtained on an arm’s-length basis from unrelated third parties;


 


(b)          transactions
(i) between or among the Borrower and any Subsidiary Loan Party not involving any other Affiliates (other than any other Subsidiary
Loan Party) or (ii) between or among the Borrower or any Subsidiary Loan Party and any Subsidiary that is not a Loan Party that
are not otherwise prohibited by this Agreement (in each case, subject to the terms and conditions therefor, if any);


 


(c)          any
Restricted Payment permitted by Section 7.5;


 


(d)          transactions
in respect of compensation or employment, separation and severance of officers, directors or employees and the establishment and
maintenance of benefit programs or arrangements with employees, officers or directors, including vacation plans, health and life
insurance plans, deferred compensation plans and retirement or savings plans and similar plans or equity incentive or equity option
plans, in each case, in the ordinary course of business; and


 


(e)          any
transaction set forth on Schedule 7.7 as of the Closing Date.


 


Section 7.8          Restrictive
Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower
or any of its Subsidiaries to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter
acquired, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital
Stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower
or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided
that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement, any other Loan Document,
the Existing Lien Credit Agreement or any other Existing Lien Loan Document, (ii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall
not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions and conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) shall not apply
to customary provisions in leases licenses, licensing agreements and other contracts restricting the assignment thereof and (v)
the foregoing shall not apply to any restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness
of such Foreign Subsidiary permitted to be incurred hereunder, (vi) [reserved], and (vii) the foregoing shall not apply
to any Specified Strategic Joint Venture.


 




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Section 7.9          Sale
and Leaseback Transactions. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether
now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially
the same purpose or purposes as the property sold or transferred.


 


Section 7.10        Hedging
Transactions. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Hedging Transaction,
other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower
or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance
of doubt, the Borrower acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature
(which shall be deemed to include any Hedging Transaction under which the Borrower or any of its Subsidiaries is or may become
obliged to make any payment (a) in connection with the purchase by any third party of any Capital Stock or any Indebtedness or
(b) as a result of changes in the market value of any Capital Stock or any Indebtedness) is not a Hedging Transaction entered into
in the ordinary course of business to hedge or mitigate risks.


 


Section 7.11      Amendment
to Material Documents. The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or waive any
of its rights under (a) its certificate of incorporation, bylaws or other organizational documents in any manner that would reasonably
be expected to be materially adverse to the Lenders (it being agreed that any such amendment or modification effected in accordance
with Section 5.2(x) or in order to consummate a transaction permitted by Section 7.3 shall not be deemed to be materially
adverse to the Lenders), (b) any Material Agreements in any manner that would reasonably be expected to be adverse to the Lenders
in any material respect or (c) any Existing Lien Loan Document, except as permitted by the Priming/Existing Lien Intercreditor
Agreement.


 


Section 7.12       Accounting
Changes. The Borrower will not, and will not permit any of its Subsidiaries to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP, or change the Fiscal Year of the Borrower or of any of its Subsidiaries,
except to change the Fiscal Year of a Subsidiary to conform its Fiscal Year to that of the Borrower.


 


Section 7.13       Government
Regulation. The Borrower will not, and will not permit any of its Subsidiaries to, (a) be or become subject at any time
to any law, regulation or list of any Governmental Authority of the United States (including, without limitation, the OFAC list)
that prohibits or limits the Lenders or the Administrative Agent from making any advance or extension of credit to the Borrower
or from otherwise conducting business with the Loan Parties, or (b) fail to provide documentary and other evidence of the identity
of the Loan Parties as may be requested by the Lenders or the Administrative Agent at any time to enable the Lenders or the Administrative
Agent to verify the identity of the Loan Parties or to comply with any applicable law or regulation, including, without limitation,
Section 326 of the Patriot Act at 31 U.S.C. Section 5318.


 




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Section 7.14       Health
Care Matters. Without limiting or being limited by any other provision of any Loan Document, and except as would
not reasonably be expected to have a Material Adverse Effect, the Borrower will not, and will not permit any of its Subsidiaries
to, (i) fail to maintain in effect all Licenses, Company Accreditations and Company Reimbursement Approvals, or (ii) engage in
any activity that constitutes or, with the giving of notice, the passage of time, or both, would (a) result in a violation of any
License, Company Accreditation or Company Reimbursement Approval or any Healthcare Laws, or (b) cause the Borrower or any of its
Subsidiaries not to be in compliance with any Healthcare Laws.


 


Section 7.15       ERISA.
No Loan Party shall, or shall cause or permit any ERISA Affiliate to, cause or permit to occur an ERISA Event to the extent such
ERISA Event would reasonably be expected to have a Material Adverse Effect.


 


Section 7.16        [Reserved]


 


Section 7.17       Anti-Cash
Hoarding. The Loan Parties shall not have, over any period of twenty (20) consecutive Business Days beginning on
or after March 1, 2017, an average amount of cash and Cash Equivalents (other than Restricted Cash) in excess of $25,000,000 (provided
that any cash maintained in the Existing Lien LC Cash Collateral Account and in any deposit account specifically and exclusively
holding cash collateral for letters of credit issued to replace Existing Lien Letters of Credit shall not be included when calculating
cash on hand for purposes of this Section 7.17) unless, within three (3) Business Days after the end of any such period, such excess
shall be used to prepay the Revolving Loans and the Existing Lien Obligations and applied as follows: first, to prepay the
outstanding Existing Lien Revolving Loans until paid in full, second, to prepay the outstanding Existing Lien Term B Loans
until paid in full and third, to prepay the outstanding Revolving Loans.


 


ARTICLE
VIII



EVENTS OF DEFAULT


 


Section 8.1          Events
of Default. If any of the following events (each, an “Event of Default”) shall occur:


 


(a)          the
Borrower shall fail to pay any principal of any Loan, when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment or otherwise; or


 


(b)          the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under subsection
(a) of this Section) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of five (5) Business Days; or


 


(c)          any
representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with
this Agreement or any other Loan Document (including the Schedules attached hereto and thereto), or in any amendments or modifications
hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative
Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in connection with this Agreement
or any other Loan Document shall prove to be incorrect in any material respect (other than any representation or warranty that
is expressly qualified by a Material Adverse Effect or other materiality, in which case such representation or warranty shall prove
to be incorrect in any respect) when made or deemed made; or


 




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(d)          the
Borrower shall fail to observe or perform any covenant or agreement contained in (i) Section 5.1 and such failure shall
remain unremedied for five (5) days, (ii) 5.2, 5.3 (with respect to the Borrower’s legal existence), 5.7,
5.9, 5.11, 5.16 or Article VII, or (iii) Article VI; or


 


(e)          (i)
any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred
to in subsections (a), (b) and (d) of this Section) or any other Loan Document, and such failure shall remain unremedied for 30 days
after the earlier of (A) any Responsible Officer of the Borrower becomes aware of such failure, or (B) written notice thereof
shall have been given to the Borrower by the Administrative Agent or any Lender or (ii) any “Event of Default” as defined
in any Loan Document shall have occurred and be continuing; or


 


(f)          (i)
the Borrower or any of its Subsidiaries (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal
of, or premium or interest on, or any other amount owed under the Existing Lien Credit Agreement, the ABDC Obligations or any Material
Indebtedness (other than any Hedging Obligations) that is outstanding, in each case, when and as the same shall become due and
payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or instrument evidencing or governing the Existing Lien Obligations,
the ABDC Obligations or such Material Indebtedness, as applicable; or any other event shall occur or condition shall exist under
any agreement or instrument relating to the Existing Lien Obligations, the ABDC Obligations (including, without limitation, any
default under the ABDC Prime Vendor Agreement) or any Material Indebtedness and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration
of, the maturity of the Existing Lien Obligations, the ABDC Obligations or such Material Indebtedness; or the Existing Lien Obligations,
the ABDC Obligations or any Material Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem,
purchase or defease the Existing Lien Obligations, the ABDC Obligations or such Indebtedness shall be required to be made, in each
case prior to the stated maturity thereof or (ii) there occurs under any Hedging Transaction an Early Termination Date (as defined
in such Hedging Transaction) resulting from (A) any event of default under such Hedging Transaction as to which the Borrower or
any of its Subsidiaries is the Defaulting Party (as defined in such Hedging Transaction) and the Hedge Termination Value owed by
the Borrower or such Subsidiary as a result thereof is greater than $12,500,000 or (B) any Termination Event (as so defined) under
such Hedging Transaction as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and the Hedge Termination
Value owed by the Borrower or such Subsidiary as a result thereof is greater than $12,500,000 and is not paid; or


 


(g)          the
Borrower or any of its Subsidiaries shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial
part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in subsection (i) of this Section, (iii) apply for or consent to the appointment of a custodian, trustee,
receiver, liquidator or other similar official for the Borrower or any such Subsidiary or for a substantial part of its assets,
(iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or


 




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(h)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any of its Subsidiaries or its debts, or any substantial part of its assets, under any
federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian,
trustee, receiver, liquidator or other similar official for the Borrower or any of its Subsidiaries or for a substantial part of
its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of 60 days or an order or decree
approving or ordering any of the foregoing shall be entered; or


 


(i)          the
Borrower or any of its Subsidiaries shall become unable to generally pay, shall admit in writing its inability to generally pay,
or shall fail to pay, its debts as they become due; or


 


(j)          (i)
an ERISA Event shall have occurred that, when taken together with other ERISA Events that have occurred, would reasonably be expected
to result in liability to the Borrower and its Subsidiaries in an aggregate amount exceeding $12,500,000, (ii) there is or arises
an Unfunded Pension Liability (not taking into account Plans with negative Unfunded Pension Liability) in an aggregate amount exceeding
$12,500,000, or (iii) there is or arises any potential Withdrawal Liability in an aggregate amount exceeding $12,500,000; or


 


(k)          any
final non-consensual judgment or order for the payment of money (to the extent not covered by insurance as to which the insurer
has been notified of such judgment and has not denied coverage in writing) in excess of $12,500,000 individually (or, together
with any related non-consensual judgment or order, in the aggregate) shall be rendered against the Borrower or any of its Subsidiaries,
and either (i) enforcement proceedings shall have been commenced by any creditor upon such non-consensual judgment or order or
(ii) such non-consensual judgment or order remains unvacated, unbounded or unstayed for a period of 30 consecutive days; or


 


(l)          any
final non-monetary judgment or order shall be rendered against the Borrower or any of its Subsidiaries that would reasonably be
expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be a period of 30 consecutive
days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or


 


(m)          a
Change in Control shall occur or exist; or


 


(n)          all
or any material portion or provision of the Guaranty and Security Agreement, the ABDC Intercreditor Agreement, the Priming/Existing
Lien Intercreditor Agreement, or any other Loan Document shall for any reason (other than (x) solely as a result of any action
or inaction on the part of the Administrative Agent or any Lender, or (y) in accordance with its terms) cease to be valid and binding
on, or enforceable against, any Loan Party, or any Loan Party shall so state in writing, or any Loan Party shall seek to terminate
its obligation under the Guaranty and Security Agreement, the ABDC Intercreditor Agreement, the Priming/Existing Lien Intercreditor
Agreement or any other Loan Document (other than the release of any guaranty or collateral in accordance with Section 9.11
or any other release in accordance with the terms of such document or otherwise in accordance with the terms hereof); or


 


(o)          any
Lien purported to be created under any Collateral Document shall fail or cease to be, or shall be asserted by any Loan Party not
to be, a valid and perfected, and, except for Specified Permitted Liens, first priority Lien on any Collateral (other than, in
each case, solely as a result of any action or inaction on the part of the Administrative Agent or any Lender); or


 




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(p)          (i)
the commencement by any Governmental Authority of any proceeding or hearing relating to the criminal and/or civil violation of
any Governmental Payor Arrangement or License of the Borrower or any of its Subsidiaries, to the extent such proceeding or hearing
would reasonably be expected to have a Material Adverse Effect; (ii) there shall have occurred the involuntary termination of,
or the receipt by the Borrower or any of its Subsidiaries of notice of the involuntary termination of, or the occurrence of any
event or condition which would, with the passage of time or the giving of notice or both, constitute an event of default under
or permit the involuntary termination of, any Governmental Payor Arrangement, Third Party Payor Arrangement, License, or Company
Accreditation of the Borrower or any of its Subsidiaries, except for involuntary terminations that would not be expected to have
a Material Adverse Effect; or (iii) the imposition of any overpayment in an amount in excess of $5,000,000 by any Governmental
Authority or Third Party Payor under any Healthcare Law or pursuant to any Governmental Payor Arrangement or Third Party Payor
Arrangement, as applicable; or


 


(q)          the
Borrower or any of its Subsidiaries or any of their respective directors or officers is criminally convicted under any law or Requirement
of Law that would reasonably be expected to lead to (i) a forfeiture of a material portion of Collateral or (ii) exclusion from
participation in any federal or state health care program, including Medicare or Medicaid, and such exclusion would reasonably
be expected to result in a Material Adverse Effect; or


 


(r)  
        [Reserved];


 


then, and in every such event (other than an
event with respect to the Borrower described in subsection (g) or (h) of this Section) and at any time thereafter during the continuance
of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrower,
take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment
of each Lender shall terminate immediately, (ii) declare the principal of and any accrued interest on the Loans, and all other
Obligations owing hereunder, to be, whereupon the same shall become, due and payable immediately, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrower, (iii) exercise all remedies contained in any
other Loan Document, and (iv) exercise any other remedies available at law or in equity; provided that, if an Event of Default
specified in either subsection (g) or (h) shall occur, the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon, and all fees and all other Obligations shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower;
provided further that any remedies exercised in respect of any Event of Default under subsection (d)(ii) shall be subject
to the terms thereof.


 


Section 8.2          Application
of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral
by any Secured Party after an Event of Default arises shall be applied as follows:


 


(a)          first,
to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral,
until the same shall have been paid in full;


 


(b)         second,
to the fees and other reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents,
until the same shall have been paid in full;


 


(c)          third,
to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same
shall have been paid in full;


 


(d)          fourth,
to the fees and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full;


 




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(e)          fifth,
to the aggregate outstanding principal amount of the Loans until the same shall have been paid in full, allocated pro rata
among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans; provided,
however, that no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all
or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor; and


 


(f)          sixth,
to the extent any proceeds remain, to the Borrower or as otherwise provided by a court of competent jurisdiction.


 


All amounts allocated pursuant
to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the
Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares.


 


ARTICLE
IX



THE ADMINISTRATIVE AGENT


 


Section 9.1          Appointment
of the Administrative Agent.


 


(a)          Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together
with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties
hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative
Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to
any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as the Administrative Agent. Without limiting the generality
of the foregoing, each Secured Party acknowledges that it has received a copy of the Priming/Existing Lien Intercreditor Agreement,
consents to and authorizes Agent’s execution and delivery thereof on behalf of such Secured Party and agrees to be bound
by the terms and provisions thereof, including any purchase option contained therein.


 


(b)          [Reserved].


 




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Section 9.2          Nature
of Duties of the Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly
set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative
Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative
Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.2), provided that the Administrative Agent shall not
be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability
or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation
of the automatic stay under any Debtor Relief Law; and (c) except as expressly set forth in the Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it, its sub-agents or its attorneys-in-fact
with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 10.2) or in the absence of its own gross negligence or willful misconduct.
The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact selected
by it with reasonable care. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless
and until written notice thereof (which notice shall include an express reference to such event being a “Default” or
“Event of Default” hereunder) is given to the Administrative Agent by the Borrower or any Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements,
or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of
any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article
III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent. The Administrative Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining
to such duties.


 


Section 9.3          Lack
of Reliance on the Administrative Agent. Each of the Lenders acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each of the Lenders also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate,
continue to make its own decisions in taking or not taking any action under or based on this Agreement, any related agreement or
any document furnished hereunder or thereunder.


 


Section 9.4          Certain
Rights of the Administrative Agent. If the Administrative Agent shall request instructions from the Required Lenders with
respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall
be entitled to refrain from such act or taking such act unless and until it shall have received instructions from such Lenders,
and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing,
no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting
or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of
this Agreement.


 


Section 9.5          Reliance
by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability
for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic
message, posting or other distribution) believed by it to be genuine and to have been signed, sent or made by the proper Person.
The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (including
counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action
taken or not taken by it in accordance with the advice of such counsel, accountants or experts.


 




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Section 9.6          The
Administrative Agent in its Individual Capacity. The bank serving as the Administrative Agent shall have the same
rights and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise
or refrain from exercising the same as though it were not the Administrative Agent; and the terms “Lenders”, “Required
Lenders”, or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in
its individual capacity. The bank acting as the Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not
the Administrative Agent hereunder.


 


Section 9.7          Successor
Administrative Agent.


 


(a)          The
Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to approval by the Borrower provided
that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed,
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be organized
under the laws of the United States or any state thereof or maintain an office in the United States.


 


(b)          Upon
the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent,
and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan
Documents. If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this
Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th
day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall
thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter
perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint
a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the
provisions of this Article shall continue in effect for the benefit of such retiring or removed Administrative Agent and its representatives
and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.


 


(c)          The
Required Lenders may remove the Administrative Agent at any time upon five (5) days’ written notice and appoint a replacement
agent. If, within thirty (30) days after written notice of removal is given under this Section, no successor Administrative Agent
shall have been appointed and shall have accepted such appointment, then on such 30th day (i) the retiring Administrative
Agent’s removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties
and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative
Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above.
After any retiring Administrative Agent’s removal hereunder, the provisions of this Article shall continue in effect for
the benefit of such retiring or removed Administrative Agent and its representatives and agents in respect of any actions taken
or not taken by any of them while it was serving as the Administrative Agent.


 


Section 9.8          Withholding
Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any
Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States
or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for
the account of any Lender (because the appropriate form was not delivered or was not properly executed, or because such Lender
failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative
Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all
amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together
with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.


 




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Section 9.9          The
Administrative Agent May File Proofs of Claim.


 


(a)          In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any
Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(i)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and its agents and counsel and all other amounts due the Lenders and the Administrative
Agent under Section 10.3) allowed in such judicial proceeding; and


 


(ii)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.


 


(b)          Any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the
making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Section 10.3.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize
the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


Section
9.10       Authorization to Execute Other Loan Documents. Each Lender hereby
authorizes the Administrative Agent to execute on behalf of all Lenders all Loan Documents (including, without limitation,
the Priming/Existing Lien Intercreditor Agreement, the Collateral Documents and any subordination agreements) other than this
Agreement.


 


Section 9.11        Collateral
and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion:


 


(a)          to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the termination
of all Revolving Commitments and the payment in full of all Obligations (other than and indemnities and other contingent obligations
not then due and payable and as to which no claim has been made), (ii) that is sold or to be sold as part of or in connection with
any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance
with Section 10.2; and


 




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(b)          to
release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary
as a result of a transaction permitted hereunder.


 


Upon request by the Administrative Agent at
any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular
types or items of property, or to release any Loan Party from its obligations under the applicable Collateral Documents pursuant
to this Section. In each case as specified in this Section, the Administrative Agent is authorized, at the Borrower’s expense,
to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release
of such item of Collateral from the Liens granted under the applicable Collateral Documents, or to release such Loan Party from
its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and
this Section.


 


Section 9.12        [Reserved].


 


Section 9.13        Right
to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Loan Documents to the contrary notwithstanding,
the Borrower, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize
upon any of the Collateral or to enforce the Collateral Documents, it being understood and agreed that all powers, rights and remedies
hereunder and under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure
by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative
Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and
the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective
individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to
use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative
Agent at such sale or other disposition.


 


Section 9.14        [Reserved].


 


Section 9.15        ABDC
INTERCREDITOR AGREEMENT. Each Lender (a) agrees that it will be bound by, and will
take no actions contrary to, the provisions of the ABDC Intercreditor Agreement, (b) authorizes and instructs the Administrative
Agent to enter into the ABDC Intercreditor Agreement as Administrative Agent on behalf of such Lender, and to take all actions
(and execute all documents) required (or deemed advisable) by it in accordance with the terms of the ABDC Intercreditor Agreement,
and (c) acknowledges that a copy of the ABDC Intercreditor Agreement was made available to such Lender and that such Lender reviewed
the ABDC Intercreditor Agreement. Not in limitation of the foregoing, each Lender hereby agrees that the Administrative Agent shall
exercise all rights and remedies under the ABDC Intercreditor Agreement on behalf of such Lender.


 




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Section 9.16        PRIMING/EXISTING
LIEN INTERCREDITOR AGREEMENT. EACH LENDER (A) AGREES THAT IT WILL BE BOUND BY, AND WILL TAKE NO ACTIONS CONTRARY
TO, THE PROVISIONS OF THE PRIMING/EXISTING LIEN INTERCREDITOR AGREEMENT, (B) AUTHORIZES
AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE PRIMING/EXISTING LIEN INTERCREDITOR AGREEMENT AS ADMINISTRATIVE AGENT
ON BEHALF OF SUCH LENDER, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE
WITH THE TERMS OF THE PRIMING/EXISTING LIEN INTERCREDITOR AGREEMENT, AND (C) ACKNOWLEDGES THAT A COPY OF THE PRIMING/EXISTING
LIEN INTERCREDITOR AGREEMENT WAS MADE AVAILABLE TO SUCH LENDER AND THAT SUCH LENDER REVIEWED THE PRIMING/EXISTING LIEN INTERCREDITOR
AGREEMENT. EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS OF THE PRIMING/EXISTING LIEN INTERCREDITOR AGREEMENT AND THE
TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER
AS TO THE SUFFICIENCY OR THE ADVISABILITY OF THE PROVISIONS CONTAINED THEREIN. NOT IN LIMITATION OF THE FOREGOING, EACH LENDER
HEREBY AGREES THAT THE ADMINISTRATIVE AGENT SHALL EXERCISE ALL RIGHTS AND REMEDIES UNDER THE PRIMING/EXISTING LIEN INTERCREDITOR
AGREEMENT ON BEHALF OF SUCH LENDER AND IN THE EVENT OF AN INCONSISTENCY BETWEEN THIS AGREEMENT AND THE TERMS OF THE PRIMING/EXISTING
LIEN INTERCREDITOR AGREEMENT, THE TERMS OF THE PRIMING/EXISTING LIEN INTERCREDITOR AGREEMENT SHALL GOVERN. THE FOREGOING PROVISIONS
ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE PRIMING CREDIT AGREEMENT TO EXTEND CREDIT AND SUCH LENDERS ARE THE INTENDED
THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE PRIMING/EXISTING LIEN INTERCREDITOR AGREEMENT. THE ADMINISTRATIVE
AGENT HEREBY AGREES THAT IT WILL NOT ENTER INTO ANY AMENDMENT TO THE PRIMING/EXISTING LIEN INTERCREDITOR AGREEMENT WITHOUT THE
CONSENT OF THE REQUIRED LENDERS.


 


ARTICLE
X



MISCELLANEOUS


 


Section 10.1        Notices.


 


(a)          Written
Notices.


 


(i)          Except
in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications
to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:


 


		To the Borrower:	BioScrip,
Inc.

1600 Broadway, Suite 700

Denver, CO 80202

Attn: Jeffrey M. Kreger, Senior Vice President, 

Chief Financial Officer & Treasurer

Telecopy Number: (720) 468-4040



 




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With a copy to (for


		Information purposes only): 	Dechert
LLP

1095 Avenue of the Americas

New York, New York 10036

Attention: Scott M. Zimmerman

Telecopy Number: (212) 698-3599



 


		To the Administrative Agent: 	SunTrust
Bank

Mail Code FL-Orlando-2052

200 S. Orange Avenue, 5th Floor

Orlando, FL 32801

Attention: Juan De Jesus-Caballero

Telecopy Number: (407) 835-1276



 


With a copy to (for


		Information purposes only):	SunTrust
Bank

Agency Services

303 Peachtree Street, N.E. / 25th Floor

Atlanta, Georgia 30308

Attention: Doug Weltz

Telecopy Number: (404) 221-2001



 


			With a copy to:



King & Spalding LLP

1185 Avenue of the Americas

New York, NY 10036

Attention: Michael C. Rupe

Telecopy Number: (212) 556-2222



 


			        and



 


			King & Spalding LLP
 1185 Avenue of the Americas
 New York, NY 10036
 Attention:
                                                                            Ellen M. Snare
 Telecopy Number: (212) 556-2222



 


		To any Lender:	the
address set forth in the Administrative

 Questionnaire executed by such Lender



 


Any party hereto may change
its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices
and other communications shall be effective upon actual receipt by the relevant Person or, if delivered by overnight courier service,
upon the first Business Day after the date deposited with such courier service for overnight (next-day) delivery or, if sent by
telecopy, upon transmittal in legible form by facsimile machine or, if mailed, upon the third Business Day after the date deposited
into the mail or, if delivered by hand, upon delivery; provided that notices delivered to the Administrative Agent shall
not be effective until actually received by such Person at its address specified in this Section.


 




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(ii)          Any
agreement of the Administrative Agent or any Lender herein to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Borrower. The Administrative Agent and each Lender shall be entitled to rely on the authority
of any Person purporting to be a Person authorized by the Borrower to give such notice and the Administrative Agent and the Lenders
shall not have any liability to the Borrower or other Person on account of any action taken or not taken by the Administrative
Agent or any Lender in reliance upon such telephonic or facsimile notice. The obligation of the Borrower to repay the Loans and
all other Obligations hereunder shall not be affected in any way or to any extent by any failure of the Administrative Agent or
any Lender to receive written confirmation of any telephonic or facsimile notice or the receipt by the Administrative Agent or
any Lender of a confirmation which is at variance with the terms understood by the Administrative Agent and such Lender to be contained
in any such telephonic or facsimile notice.


 


(b)          Electronic
Communications.


 


(i)          Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender pursuant to Article II unless such Lender, and the Administrative Agent have agreed
to receive notices under any Section thereof by electronic communication and have agreed to the procedures governing such communications.
The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited
to particular notices or communications.


 


(ii)          Unless
the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address
therefor.


 


Section 10.2        Waiver;
Amendments.


 


(a)          No
failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document,
and no course of dealing between the Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder.
The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or of any other Loan
Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted
by subsection (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver
of any Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge
of such Default or Event of Default at the time.


 




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(b)          No
amendment or waiver of any provision of this Agreement or of the other Loan Documents, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders,
or the Borrower and the Administrative Agent with the consent of the Required Lenders, and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given; provided that, in addition
to the consent of the Required Lenders, no amendment, waiver or consent shall:


 


(i)          increase
the Commitment of any Lender without the written consent of such Lender;


 


(ii)          reduce
the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby (except that any amendment or modification of defined terms used in the financial covenant
set forth in Article VI or waiver of post-default rates of interests shall not constitute a reduction in the rate of interest
or fees for purposes of this clause (ii));


 


(iii)         postpone
or extend the date fixed for any payment of any principal of, or interest on, any Loan or any fees hereunder or reduce the amount
of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without
the written consent of each Lender affected thereby (it being understood that a waiver of any condition precedent or the waiver
of any Default, Event of Default or mandatory prepayment shall not constitute a postponement, extension or increase of any Loan
or Commitment hereunder);


 


(iv)         change
Section 8.2 without the written consent of each Lender affected thereby;


 


(v)         change
Section 2.21(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without
the written consent of each Lender;


 


(vi)        change
any of the provisions of this subsection (b) or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination
or grant any consent hereunder, without the consent of each Lender;


 


(vii)       except
in connection with a transaction otherwise not prohibited by this Agreement or any other Loan Document, release all or substantially
all of the value of any Guarantee guarantying any of the Obligations, or release all or substantially all of the guarantors, or
limit the liability of such guarantors, under any guaranty agreement guaranteeing any of the Obligations, in each case, without
the written consent of each Lender; or


 


(viii)       release
all or substantially all of the Collateral securing the Obligations, without the written consent of each Lender;


 


provided, further, that no such
amendment, waiver or consent shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent
without the prior written consent of such Person.


 




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Notwithstanding anything
to the contrary herein, (A) this Agreement may be amended and restated without the consent of any Lender (but with the consent
of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer
be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated (but such Lender
shall continue to be entitled to the benefits of Sections 2.18, 2.20 and 10.3), such Lender shall have no
other commitment or other obligation hereunder and such Lender shall have been paid in full all principal, interest and other amounts
owing to it or accrued for its account under this Agreement and (B) only the consent of the Required Lenders shall be necessary
to (and only the Required Lenders shall have the ability to) amend or waive the terms and provisions of Article VI and Section
8.1(d)(ii) (including any defined terms solely as they relate thereto).


 


(c)          Notwithstanding
any other provisions of this Agreement to the contrary, the Borrower may, by written notice to the Administrative Agent from time
to time, make one or more offers to all Revolving Credit Lenders, as applicable, to make one or more Permitted Amendments pursuant
to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set
forth (i) the terms and conditions of the requested Permitted Amendments and (ii) the date on which responses from the applicable
Lenders in respect of such Permitted Amendment are required to be received (which shall not be less than three (3) Business Days
after the date of such notice). Only those Lenders that consent to such Permitted Amendment (the “Accepting Lenders”)
will have the maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the interest
rate and any fees, in each case, as provided therein (and notwithstanding any provision of Sections 10.2(a), 2.21(b)
and 2.21(c)). The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent such documentation
as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions
thereof. For the avoidance of doubt, the repayment in full of all Loans and other amounts owing to each of the non-Accepting Lenders
on the Revolving Commitment Termination Date shall not be affected by the terms of any Permitted Amendment and whether or not any
Lender becomes an Accepting Lender shall be determined by each such Lender in its sole and absolute discretion. The Administrative
Agent shall promptly notify each Lender as to the effectiveness of each Permitted Amendment. Notwithstanding any provisions of
Section 10.2(a), each of the parties hereto hereby agrees that, upon the effectiveness of any Permitted Amendment, this
Agreement shall be deemed amended, as may be necessary or appropriate, to effect the terms and provisions of the Permitted Amendment
with respect to the Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments
of the Accepting Lenders in a manner consistent with the other Loans and Commitments under this Agreement). Notwithstanding the
foregoing, no Permitted Amendment shall become effective under this Section 10.2(c) unless the Administrative Agent shall
have consented thereto and, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions,
board resolutions and other organizational authorizations and officer’s certificates consistent with those delivered pursuant
to Section 3.1 of this Agreement.


 


Section 10.3         Expenses;
Indemnification.


 


(a)          The
Borrower shall pay (i) all reasonable and documented costs and expenses of the Administrative Agent and its respective Affiliates
in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement
or any other Loan Document shall be consummated), and the due diligence relating thereto (including, with respect to the Administrative
Agent, STRH and their Affiliates only, the reasonable and documented fees, disbursements, and expenses of one outside counsel (and
any required special or local counsel)), (ii) [Reserved] and (iii) all documented costs and expenses incurred by the Administrative
Agent or any Lender (including the documented fees, disbursements, and expenses of one outside counsel to each such party (and
any required special or local counsel to each such party)) in connection with the enforcement or protection of its rights in connection
with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such documented
costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans.


 




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(b)          The
Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each
such Person and Related Party being called an “Indemnitee”) against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and expenses (including the fees, disbursements, and expenses of any counsel for
any Indemnitee), and shall reimburse each Indemnitee upon demand for any legal or other expenses incurred in connection with investigating
or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower
or any other Loan Party or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) [Reserved], (iv)
any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any
of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) any actual
or prospective suit, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or by the Borrower’s
equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or the Borrower is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or other expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from
(A) the bad faith, gross negligence or willful misconduct of such Indemnitee or (B) a material breach by such Indemnitee of any
of its undertakings, obligations or commitments under this Agreement or any other Loan Document. No Indemnitee shall be responsible
or liable for any damages arising from the use by others of any information or other materials obtained through Syndtrak, Intralinks,
any other Internet or intranet website, or any other electronic, telecommunications or other information transmission systems,
except to the extent that such damages are determined by a court of competent jurisdiction by final and non-appealable judgment
to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or (B) a material breach by
such Indemnitee of any of its undertakings, obligations or commitments under this Agreement or any other Loan Document.


 


(c)          Without
duplication of Section 2.20, the Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless
from and against, any and all present and future Other Taxes, and save the Administrative Agent and each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay or omission to pay such Other Taxes.


 


(d)          To
the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under subsection (a), (b)
or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (in accordance
with its Revolving Commitment determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent, in its capacity as such.


 




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(e)          To
the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct damages)
arising out of, in connection with or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof.


 


(f)          All
amounts due under this Section shall be payable promptly after written demand therefor.


 


Section 10.4        Successors
and Assigns.


 


(a)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any
of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          Any
Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitments and Loans at the time owing to it); provided that any such assignment shall be subject
to the following conditions:


 


(i)          Minimum
Amounts.


 


(A)        in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments and Loans at the time owing
to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and


 


(B)          in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding principal balance
of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date) shall not be less than $1,000,000 and in minimum increments of $1,000,000, unless each of
the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each
such consent not to be unreasonably withheld or delayed).


 


(ii)          Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans or the Commitments assigned, except that this subsection
(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments
on a non-pro rata basis.


 




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(iii)          Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:


 


(A)          the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of such Lender
or an Approved Fund of such Lender; provided, that (1) the Borrower shall be deemed to have consented to any such assignment
unless it objects thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice
thereof and (2) any consent of the Borrower otherwise required hereunder shall not be required in conjunction with the initial
syndication of the Loans; provided, further, that any refusal by the Borrower to consent to an assignment to a Disqualified
Institution shall not be deemed unreasonable;


 


(B)          the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment
is to a Lender, an Affiliate of such Lender or an Approved Fund of such Lender; provided, that any refusal by the Administrative
Agent to consent to an assignment to an Existing Lien Lender shall not be deemed unreasonable; and


 


(C)          [Reserved].


 


(iv)          Assignment
and Assumption. The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and
Assumption, (B) a processing and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already
a Lender and (D) the documents required under Section 2.20(f), and the Administrative Agent shall record such assignment
in the Register.


 


(v)          No
Assignment to the certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) [Reserved], or (C) so long as no Event of Default is in existence, any Disqualified Institution.


 


(vi)          No
Assignment to Natural Persons. No such assignment shall be made to a natural person.


 


(vii)         [Reserved].


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.18,
2.20 and 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with subsection (d) of this Section. If the consent of the Borrower to an assignment is required hereunder (including a consent
to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given
its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after notice
thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower.


 




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(c)          The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Atlanta,
Georgia a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal and interest amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). Information contained in the Register with respect to any Lender
shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable prior notice; information
contained in the Register shall also be available for inspection by the Borrower at any reasonable time and from time to time upon
reasonable prior notice. In establishing and maintaining the Register, the Administrative Agent shall serve as the Borrower’s
agent solely with respect to the actions described in this Section, and the Borrower hereby agrees that, to the extent SunTrust
Bank serves in such capacity, SunTrust Bank and its officers, directors, employees, agents, sub-agents and affiliates shall constitute
“Indemnitees”.


 


(d)          Any
Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person, the Borrower, any of the Borrower’s Affiliates or Subsidiaries, or any Competitor)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower and the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement.


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver with respect to the following to the extent affecting such Participant: (i) increase the Commitment of such Lender; (ii) reduce
the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder; (iii) postpone
the date fixed for any payment of any principal of, or interest on, any Loan or any fees hereunder or reduce the amount of, waive
or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment; (iv) change Section
2.21(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby; (v) change any
of the provisions of Section 10.2(b) or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination
or grant any consent hereunder; (vi) release all or substantially all of the guarantors, or limit the liability of such guarantors,
under any guaranty agreement guaranteeing any of the Obligations; or (vii) release all or substantially all collateral (if any)
securing any of the Obligations. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.18, and 2.20 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to subsection (b) of this Section; provided that such Participant agrees to be subject to
Section 2.24 as though it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.7 as though it were a Lender; provided that such Participant agrees to be subject to
Section 2.21 as though it were a Lender.


 




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Each Lender that sells a
participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register in the United States on which
it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”). The entries
in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. The Borrower and the Administrative Agent shall have inspection rights to such Participant Register (upon reasonable
prior notice to the applicable Lender) solely for purposes of demonstrating that such Loans or other obligations under the Loan
Documents are in “registered form” for purposes of the Code.


 


(e)          A
Participant shall not be entitled to receive any greater payment under Sections 2.18 and 2.20 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits
of Section 2.20 unless the Borrower is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.20(e) and (f) as though it were a Lender.


 


(f)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.


 


Section 10.5          Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)          This
Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or
otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document,
as expressly set forth therein) and the transactions contemplated hereby and thereby shall be construed in accordance with and
be governed by the law (without giving effect to the conflict of law principles thereof of the State of New York.


 


(b)          The
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United
States District Court for the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York
county, and of any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or
any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such District Court or New York state court or, to the extent permitted by applicable law, such
appellate court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement
or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action
or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any
jurisdiction.


 


(c)          The
Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of
any such suit, action or proceeding described in subsection (b) of this Section and brought in any court referred to in subsection
(b) of this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 




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(d)             Each
party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.1.
Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other
manner permitted by law.


 


Section 10.6          WAIVER
OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


Section 10.7          Right
of Set-off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any
such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance
of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final)
of the Borrower at any time held or other obligations at any time owing by such Lender to or for the credit or the account of the
Borrower against any and all Obligations held by such Lender, as the case may be, irrespective of whether such Lender shall have
made demand hereunder and although such Obligations may be unmatured. Each Lender agrees promptly to notify the Administrative
Agent and the Borrower after any such set-off and any application made by such Lender, as the case may be; provided that
the failure to give such notice shall not affect the validity of such set-off and application. Each Lender agrees to apply all
amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations
owed by the Borrower and any of its Subsidiaries to such Lender.


 


Section 10.8          Counterparts;
Integration. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the other
Loan Documents, and any separate letter agreements relating to any fees payable to the Administrative Agent and its Affiliates
constitute the entire agreement among the parties hereto and thereto and their affiliates regarding the subject matters hereof
and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters. Delivery of
an executed counterpart to this Agreement or any other Loan Document by facsimile transmission or by electronic mail in pdf format
shall be as effective as delivery of a manually executed counterpart hereof.


 




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Section 10.9          Survival.
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates, reports, notices
or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this Agreement and the other Loan Documents and the making
of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative
Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit
is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan
or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of Sections 2.18, 2.20, and 10.3
and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.


 


Section 10.10         Severability.
Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall,
as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the
legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability
of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


Section 10.11        Confidentiality.
Each of the Administrative Agent and the Lenders agrees to take normal and reasonable precautions to maintain the confidentiality
of any information relating to the Borrower or any of its Subsidiaries or any of their respective businesses, to the extent designated
in writing as confidential and provided to it by the Borrower or any of its Subsidiaries, other than any such information that
is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower or any of
its Subsidiaries, except that such information may be disclosed (i) to any Related Party of the Administrative Agent or any such
Lender including, without limitation, accountants, legal counsel and other advisors, (ii) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority
purporting to have jurisdiction over it (including any self-regulatory authority such as the National Association of Insurance
Commissioners), (iv) to the extent that such information becomes publicly available other than as a result of a breach of this
Section, or which becomes available to the Administrative Agent, any Lender or any Related Party of any of the foregoing on a non-confidential
basis from a source other than the Borrower or any of its Subsidiaries, (v) in connection with the exercise of any remedy hereunder
or under any other Loan Documents or any suit, action or proceeding relating to this Agreement or any other Loan Documents or the
enforcement of rights hereunder or thereunder, (vi) subject to execution by such Person of an agreement containing provisions substantially
the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, or (B) any actual or prospective party (or its Related Parties) to any swap
or derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement
or payments hereunder, (vii) to any rating agency, (viii) to the CUSIP Service Bureau or any similar organization, or (ix) with
the consent of the Borrower. Any Person required to maintain the confidentiality of any information as provided for in this Section
shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain
the confidentiality of such information as such Person would accord its own confidential information. In the event of any conflict
between the terms of this Section and those of any other Contractual Obligation entered into with any Loan Party (whether or not
a Loan Document), the terms of this Section shall govern.


 




    	 	94	 



     


    

 


Section 10.12     Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which may be treated as interest on such Loan under applicable law (collectively,
the “Charges”), shall exceed the maximum lawful rate of interest (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by a Lender holding such Loan in accordance with applicable law, the
rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited
to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but
were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender
in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the federal funds rate to the date of repayment (to the extent permitted by applicable law),
shall have been received by such Lender.


 


Section 10.13    Waiver
of Effect of Corporate Seal. The Borrower represents and warrants that neither it nor any other Loan Party is required
to affix its corporate seal to this Agreement or any other Loan Document pursuant to any Requirement of Law, agrees that this Agreement
is delivered by the Borrower under seal and waives any shortening of the statute of limitations that may result from not affixing
the corporate seal to this Agreement or such other Loan Documents.


 


Section 10.14    Patriot
Act. The Administrative Agent and each Lender hereby notifies the Loan Parties that, pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes
the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable,
to identify such Loan Party in accordance with the Patriot Act.


 


Section 10.15     No
Advisory or Fiduciary Responsibility.


 


(a)          In
connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees and acknowledges
its Affiliates’ understanding that (i) (A) the services regarding this Agreement provided by the Administrative Agent and/or
the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates,
on the one hand, and the Administrative Agent and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties
have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (C) the
Borrower and each other Loan Party is capable of evaluating and understanding, and understands and accepts, the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and
the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of
their respective Affiliates, or any other Person, and (B) neither the Administrative Agent nor any Lender has any obligation
to the Borrower, any other Loan Party or any of their Affiliates with respect to the transaction contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders and their
respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower,
the other Loan Parties and their respective Affiliates, and each of the Administrative Agent and the Lenders has no obligation
to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates.  To the fullest
extent permitted by law, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have
against the Administrative Agent or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection
with any aspect of any transaction contemplated hereby.


 




    	 	95	 



     


    

 


(b)          The
Borrower agrees that the relationship between the Administrative Agent and the Borrower and between each Lender and the Borrower
is that of creditor and debtor and not that of partners or joint venturers. This Agreement does not constitute a partnership agreement
or any other association between the Administrative Agent and the Borrower or between any Lender and the Borrower. The Borrower
acknowledges that the Administrative Agent and each Lender has acted at all times only as a creditor to the Borrower within the
normal and usual scope of the activities normally undertaken by a creditor and in no event has the Administrative Agent or any
Lender attempted to exercise any control over the Borrower or its business or affairs. The Borrower further acknowledges that the
Administrative Agent and each Lender has not taken or failed to take any action under or in connection with its respective rights
under the Credit Agreement or any of the other Loan Documents that in any way, or to any extent, has interfered with or adversely
affected the Borrower's ownership of Collateral.


 


Section 10.16     Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document
or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to
the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to
be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such liability;


 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)         the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


(remainder of page left intentionally blank)


 




    	 	96	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written. 


 


	 	BIOSCRIP, INC.
	 	 	 
	 	By:	/s/ Jeffrey M. Kreger 
	 	 	Name: Jeffrey M. Kreger 
	 	 	Title: Senior Vice President, Chief Financial Officer and Treasurer


 


[Signature Page to
Credit Agreement]


 




     


     


    

 


	 	SUNTRUST BANK
	 	as the Administrative Agent
	 	 	 
	 	By:	/s/ Juan De Jesus-Caballero
	 	 	Name: Juan De Jesus-Caballero
	 	 	Title: SVP
	 	 	 


 


[Signature Page to Priming Credit Agreement]


 






     


     


    

  


	 	Sears Holdings Pension Trust, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, in its capacity as 
	 	Investment Manager
	 	 	 
	 	By:	/s/ David J. Breazzano
	 	Name:	David J. Breazzano
	 	Title:	President
	 	 
	 	DDJ Opportunistic High Yield Fund, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, in its capacity as 
	 	Investment Advisor
	 	 	 
	 	By:	/s/ David J. Breazzano
	 	Name:	David J. Breazzano
	 	Title:	President
	 	 
	 	Stichting Pensioenfonds Hoogovens. as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, on 
	 	behalf of Stichting Pensioenfonds Hoogovens, 
	 	in its capacity as Manager
	 	 	 
	 	By:	/s/ David J. Breazzano
	 	Name:	David J. Breazzano
	 	Title:	President


 


[Signature Page to Priming Credit Agreement]


 




     


     


    

 


	 	Stichting Bewaarder Svntrus Achmea Global
	 	High Yield Pool, as a Lender
	 	 
	 	By: Achmea Investment Management, as asset manager
	 	 
	 	By: DDJ Capital Management, LLC, as subadvisor 
	 	 	 
	 	By:	/s/ David J. Breazzano
	 	Name:	David J. Breazzano
	 	Title:	President
	 	 
	 	Stichting Pensioenfonds voor Fysiotherapeuten, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, in its capacity as investment manager
	 	 	 
	 	By:	/s/ David J. Breazzano
	 	Name:	David J. Breazzano
	 	Title:	President
	 	 
	 	Caterpillar Inc. Master Retirement Trust, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, on behalf 
	 	of Caterpillar Inc. Master Retirement Trust, in 
	 	its capacity as Investment manager
	 	 	 
	 	By:	/s/ David J. Breazzano
	 	Name:	David J. Breazzano
	 	Title:	President


 


[Signature Page to Priming Credit Agreement]


 




     


     


    

 


	 	Houston Municipal Employees Pension System, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, in its capacity as Manager
	 	 	 
	 	By:	/s/ David J. Breazzano
	 	Name:	David J. Breazzano
	 	Title:	President
	 	 
	 	DDJ Capital
    Management Group Trust – High Yield Investment
    Fund, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, in its capacity as Investment Manager
	 	 	 
	 	By: 	/s/ David J. Breazzano
	 	Name: 	David J. Breazzano
	 	Title: 	President
	 	 
	 	The 1199SEIU Health Care Employees Pension Fund, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, in its capacity as Investment Manager
	 	 	 
	 	By: 	/s/ David J. Breazzano
	 	Name: 	David J. Breazzano
	 	Title: 	President


 


[Signature Page to Priming Credit Agreement]


 




     


     


    

 


	 	National Railroad Retirement Investment Trust, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, in its capacity as Investment Manager
	 	 	 
	 	By: 	/s/ David J. Breazzano
	 	Name: 	David J. Breazzano
	 	Title: 	President
	 	 
	 	Principal Funds, Inc. – Global Diversified Income Fund, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, in its capacity as Sub-Advisor
	 	 	 
	 	By: 	/s/ David J. Breazzano
	 	Name: 	David J. Breazzano
	 	Title: 	President
	 	 
	 	District of Columbia Retirement Board, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, in its capacity as Investment Manager
	 	 	 
	 	By: 	/s/ David J. Breazzano
	 	Name: 	David J. Breazzano
	 	Title: 	President


 


[Signature Page to Priming Credit Agreement]


 




     


     


    

 


	 	State-Boston Retirement System, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC in its capacity as investment manager
	 	 	 
	 	By: 	/s/ David J. Breazzano
	 	Name: 	David J. Breazzano
	 	Title: 	President
	 	 
	 	Caterpillar Investment Trust, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, on
	 	behalf of Caterpillar Investment Trust, in 
	 	its capacity as investment manager
	 	 	 
	 	By: 	/s/ David J. Breazzano
	 	Name: 	David J. Breazzano
	 	Title: 	President
	 	 
	 	Mercer QIF Fund plc - Mercer Investment Fund 1, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, in its capacity as 
	 	Sub-Investment Manager of, and on behalf of, Mercer 
	 	Investment Fund 1, a sub-fund of Mercer QIF Fund
	 	plc
	 	 	 
	 	By: 	/s/ David J. Breazzano
	 	Name: 	David J. Breazzano
	 	Title: 	President


 


[Signature Page to Priming Credit Agreement]


 




     


     


    

 


	 	J.C. Penney Corporation, Inc. Pension Plan Trust, as a Lender
	 	 
	 	By: DDJ Capital Management, LLC, on behalf of J.C. 
	 	Penney Corporation, Inc.
	 	Pension Plan Trust, in its capacity as investment 
	 	manager
	 	 	 
	 	By: 	/s/ David J. Breazzano
	 	Name: 	David J. Breazzano
	 	Title: 	President


 


[Signature Page to Priming Credit Agreement]


 




     


     


    

 


	 	UAW Retiree Medical Benefits Trust, as a Lender
	 	 
	 	By: State Street Bank and Trust company, solely in 
	 	its capacity as Trustee for UAW Retiree Medical 
	 	Benefits Trust, as directed by DDJ Capital 
	 	Management, LLC, and not in its individual 
	 	capacity
	 	 	 
	 	By: 	/s/ Janet Fennessy
	 	Name: 	Janet Fennessy
	 	Title: 	Vice President


 


[Signature
Page to Priming Credit Agreement]


 




     


     


    

 


SCHEDULE I


 


Commitment Amounts


 


[On file with the Administrative Agent]


 




     


     


    

 


SCHEDULE II


 


Competitors


 


Walgreen Co.


 


Apria Healthcare
Group Inc. / Coram LLC


 




     


     


    

 




 





EXECUTION VERSION


 


DISCLOSURE SCHEDULES


 


To the


 


PRIMING CREDIT
AGREEMENT


 


dated as of January 6, 2017


 


among


 


BIOSCRIP, INC.


as Borrower,


 


THE LENDERS
FROM TIME TO TIME PARTY THERETO,


 


and


 


SUNTRUST BANK,

as Administrative Agent


 




     


    EXECUTION VERSION


    




 


Schedule 1.1


 


Existing Letters of Credit


 


 


	Applicant	 	LC Number	 	Purpose	 	Beneficiary	 	Expiry Date	 	Amount	 	 	Date of
 Issuance/Latest
 Amendment
	BioScrip, Inc.	 	F856644	 	Worker's Compensation	 	The Travelers Indemnity Company	 	7/31/2017	 	$	900,000	 	 	8/1/2013
	BioScrip, Inc.	 	F856660	 	Worker's Compensation	 	The Travelers Indemnity Company	 	7/31/2017	 	$	2,325,000	 	 	8/6/2015
	BioScrip, Inc.	 	F856646	 	Worker's Compensation	 	Arch Specialty Insurance Company	 	7/31/2017	 	$	625,000	 	 	8/1/2013
	BioScrip, Inc.	 	F856648	 	Worker's Compensation	 	American Casualty Company	 	7/31/2017	 	$	90,000	 	 	8/22/2014
	BioScrip, Inc.	 	F856645	 	Worker's Compensation	 	Zurich American Insurance Company	 	7/31/2017	 	$	100,000	 	 	6/8/2016
	BioScrip, Inc.	 	F856647	 	Worker's Compensation	 	Liberty Mutual	 	7/31/2017	 	$	49,351	 	 	4/28/2016
	BioScrip, Inc.	 	70000453	 	Fleet Management	 	Donlen Corporation	 	5/3/2017	 	$	120,000	 	 	8/4/2016
	BioScrip, Inc.	 	70000161	 	Fleet Management	 	Gelco Corporation (GE Fleet)	 	1/17/2017	 	$	100,000	 	 	8/18/2015
	BioScrip, Inc.	 	70001727	 	Lease	 	LBA Realty	 	6/30/2018	 	$	340,000	 	 	5/11/2016



 




    	 	2	 



    EXECUTION VERSION


    

 


Schedule 4.11(a)


 


Real Estate


 


Real Property Owned:


 


None.


 


Real Property Leased:


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	BioScrip

Infusion

Services,

Inc.	 	840 S. Rochester Ave, Unit A	 	Ontario	 	CA	 	91761	 	San Bernadino	 	Glover Family LLC

PO Box 90634

City of Industry CA 91715	 	Infusion	 	Equipment, records
	BioScrip Infusion Services, Inc.	 	320 S. Flower St.	 	Burbank	 	CA	 	91502	 	Los Angeles	 	API Sassola, LLC

320 S. Flower St. 

Burbank CA 91502	 	Infusion	 	Equipment, records
	BioScrip Infusion Services, Inc.	 	199 Technology Dr., STE 140 & 150 for mailing	 	Irvine	 	CA	 	92618-2449	 	Orange	 	The Irvine Co

c/o Freeway Tech Park II-199TECH

PO Box 846516

Los Angeles CA 90084	 	Infusion	 	Equipment, records
	BioScrip Infusion Services, LLC dba CarePoint Partners	 	4401 MacCorkle Ave SE	 	Charleston	 	WV	 	25304	 	Kanawha	 	SMY Building LLC

1200 Bigley Ave

Charleston WV 25302	 	Infusion	 	Equipment, records
	BioScrip Infusion Services, LLC	 	5505 Johns Road Suite 700	 	Tampa	 	FL	 	33634	 	Hillsborough	 	WCOT Thompson & Benjamin LLC

c/o Cassidy Turley

1390 Timberlake Manor Pky Ste 230

Chesterfield MO 63	 	Infusion	 	Equipment, records
	BioScrip Infusion Services, LLC	 	14324-28 Commerce Way	 	Miami Lakes	 	FL	 	33016	 	Miami-Dade	 	The Graham Companies

6843 Main St

Miami Lakes FL 33104	 	Discontinued Operation	 	N/A Discontinued Operation


 




    	 	3	 



    EXECUTION VERSION


    

 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	BioScrip Infusion Services, LLC	 	8110 Royal Palm	 	Coral Springs	 	FL	 	33065	 	Broward	 	Boinis Associates LTD

8110 Royal Palm Blvd Ste 112

Coral Springs FL 33065	 	Infusion/RN	 	Equipment, records
	BioScrip Infusion Services, LLC	 	8917 Western Way, STE 20	 	Jacksonville	 	FL	 	32256	 	Duval	 	Eastgroup Properties

PO Box 534563

Atlanta GA 30353	 	Discontinued Operation	 	N/A Discontinued Operation
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950	 	Morris	 	GTJ REIT Inc.

60 Hempstead Ave STE 7

W. Hampstead NY 11552	 	Infusion	 	Equipment, records
	BioScrip Infusion Services, LLC dba CarePoint Partners	 	3986 Boulevard Center Dr  Suite 1	 	Jacksonville	 	FL	 	32207	 	Duval	 	Midtown Centre

5658 Paysphere Circle

Chicago IL 60674	 	Infusion 	 	Equipment, records
	BioScrip Infusion Services, LLC dba CarePoint Partners	 	1000 Meade Street, STE 104	 	Dunmore	 	PA	 	18512	 	Lackawanna	 	Capital Health Associates

1000 Meade St

Dunmore PA 18512	 	Infusion	 	Equipment, records
	BioScrip Infusion Services, LLC dba CarePoint Partners	 	9503 Middletown Mall	 	Fairmont	 	WV	 	26554	 	Marion	 	PIN Oak Properties LLC

PO Box 533

Charleston WV 25322	 	Infusion	 	Equipment, records
	BioScrip Nursing Services, LLC	 	118-35 Queens Blvd, STE 400	 	Forest Hills	 	NY	 	11375	 	Queens	 	Regus Corp

118-35 Queens Blvd STE 400

Forest Hills NY 11375	 	Infusion/RN	 	Equipment, records
	BioScrip Pharmacy (NY), Inc.	 	One Vermont Drive	 	Lake Success	 	NY	 	11042	 	Nassau	 	We're Associates

100 Jericho Quadrangle

Jericho NJ 11753	 	Infusion	 	Equipment, records
	BioScrip Pharmacy Services, Inc.	 	2795 & 2797 Charter St.	 	Columbus	 	OH	 	43228	 	Franklin	 	Ohio Industrial Cleveland, LP

PO Box 780469

Philadelphia, PA 19178	 	Infusion	 	Equipment, records


 




    	 	4	 



    EXECUTION VERSION


    

 


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	BioScrip, Inc.	 	606 West Avenue  Suite 21A	 	Norwalk	 	CT	 	06850	 	Fairfield	 	West Avenue LLC

c/o SCG Capital Corp

74 West Park Place

Stamford CT 06901	 	RT/HME Satellite of Cromwell	 	Equipment, records
	BioScrip, Inc.	 	10050 Crosstown Circle	 	Eden Prairie	 	MN	 	55344	 	Hennepin	 	LSREF4 Bison LLC

PO Box 6076

Hicksville, NY 11802	 	IT, Purchasing, National Contracts only	 	Equipment, records
	BioScrip Nursing Services, LLC	 	100 Clearbrook Rd	 	Elmsford	 	NY	 	10523	 	Westchester	 	Mack-Cali Realty Corp

100 Clearbrook Rd.

Elmsford, NY 10523	 	NY Nursing Services	 	Equipment, records
	BioScrip, Inc.	 	1005 West 9th Avenue	 	King of Prussia	 	PA	 	19406	 	Montgomery	 	PIOS Grande KOP Business Center LP

c/o BPG Mgt. Co LP

301 Oxford Valley Rd.

Yardley PA 19067	 	Support Office	 	Records, equipment
	BioScrip, Inc.	 	500 Grapevine Hwy STE 356	 	Hurst	 	TX	 	76053	 	Tarrant	 	26 Hurst LP

PO Box 126

Colleyville TX 76034	 	Private Office Space	 	Equipment, records
	East Goshen Pharmacy, Inc.	 	The Commons at Brandywine

1220 Ward Road, Suite 250	 	West Chester	 	PA	 	19380	 	Chester	 	Bryn Mawr Mall Associates

PO Box 385

Edgemont PA 19028	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc.	 	2100 Riverchase Center STE 314	 	Birmingham	 	AL	 	35244	 	Jefferson	 	POH-AKF3 Riverchase LLC

c/o Adler Realty Services

1400 NW 107th Ave FL 5

Miami FL 33172	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc.	 	2848 Washington Rd.	 	Augusta	 	GA	 	30909	 	Richmond	 	4240 S. Fig Street LLC

9171 Towne Centre Dr. Ste 335

San Diego CA 92122	 	Infusion	 	Equipment, records


 




    	 	5	 



    EXECUTION VERSION


    

 


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	HomeChoice Partners, Inc.	 	5600 Oakbrook Pkwy STE 170	 	Norcross	 	GA	 	30092	 	Gwinnett	 	Norcross Park LLC

c/o Colliers International Mgt - Atlanta

1230 Peachtree St NE Ste 800

Atlanta GA 30309	 	Infusion 	 	Equipment, records
	HomeChoice Partners, Inc.	 	9140 Guilford Rd. STE C	 	Columbia	 	MD	 	21046	 	Howard	 	Howard MD Green LLC

Lockbox 974



PO Box 8500

Philadelphia PA 19178	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc.	 	528 Trade Center Blvd	 	Chesterfield	 	MO	 	63005	 	St. Louis	 	Calava Enterprises LLC

516 Trade Center Blvd

Chesterfield MO 63005	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc.	 	2700 Breezewood Ave	 	Fayetteville	 	NC	 	28303	 	Cumberland	 	Rodney Lee Thomas

1315 Hickory Point Dr

Lexington NC 27292	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc.	 	160 Congress Blvd STE D	 	Duncan	 	SC	 	29334	 	Spartanburg	 	Lee Property Service LLC

101 W Court St. Ste A

Greenville SC 29601	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc.	 	305 Ashcake Rd STE G	 	Ashland	 	VA	 	23005	 	Hanover	 	Baker Properties LP

One West Red Oak Ln

White Plains NY 10604	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc.	 	1944 William St  	 	Fredericksburg	 	VA	 	22401	 	Spotsylvania	 	Mitch Sojack

Westwood Village LLC

PO Box 1572

Fredericksburg VA 22402	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc.	 	5365 Robin Hood Rd STE 200	 	Norfolk	 	VA	 	23513	 	Norfolk	 	Reva Norfolk LLC

PO Box 75026

Baltimore MD 21275	 	Infusion	 	Equipment, records


 




    	 	6	 



    EXECUTION VERSION


    

 


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	HomeChoice Partners, Inc.	 	7400 Sunnybrook Dr.  Suite 1	 	Roanoke	 	VA	 	24019	 	Roanoke	 	DMB Properties LLC

7516 Deer Branch Rd

Roanoke VA 24019	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc. dba CarePoint Partners	 	2206-B Dawson Rd.	 	Albany	 	GA	 	31707	 	Dougherty	 	Walden & Kirkland Inc Realtors

PO Box 1787

Albany GA 31702	 	Infusion	 	Equipment, records
	InfuScience South Carolina, LLC	 	7001 Chatham Center Dr, STE 2000	 	Savannah	 	GA	 	31405	 	Chatham	 	PHRM Holdings LLC

2 East Bryan St. Ste 100

Savannah GA 31401	 	Infusion	 	Equipment, records
	InfuScience South Carolina, LLC	 	462-A Wando Park Blvd	 	Mt. Pleasant	 	SC	 	29464	 	Charleston	 	WH Wando Park

1315 Ashley River Rd.

Charleston SC 29407	 	Infusion	 	Equipment, records
	InfuScience South Carolina, LLC	 	2683 Elms Plantation Blvd	 	N. Charleston	 	SC	 	29406	 	Charleston	 	1640 Hwy 17 North LLC

2614 Middle St.

Sullivan's Island SC 29482	 	Discontinued Operation (Consolidated w/Mt. Pleasant)	 	N/A Discontinued Operation
	InfuScience, Inc.	 	2915 Waters Road  Suite 110	 	Eagan	 	MN	 	55121	 	Dakota	 	Colliers International MN St. Paul

PO Box 70870

St. Paul MN 55170	 	Infusion	 	Equipment, records
	InfuScience, Inc.	 	3289 Woodburn Rd.  Suite 290	 	Annandale	 	VA	 	22003	 	Fairfax	 	Infectious Diseases Physicians Inc.

3289 Woodburn Rd Ste 200

Annandale VA 22003	 	Infusion/AIC	 	Equipment, records
	InfuScience, Inc.	 	4115 Pleasant Valley  Suite 700	 	Chantilly	 	VA	 	20151	 	Fairfax	 	PS Business Parks LP

PO Box 535011

Atlanta GA 30353	 	Infusion	 	Equipment, records
	Infusion Partners, LLC	 	112 Innwood Drive	 	Covington	 	LA	 	70433	 	St. Tammany	 	Rivatt Investments LLC

PO Box 31

Madisonville LA 70447	 	Infusion/AIC 	 	Equipment, records


 




    	 	7	 



    EXECUTION VERSION


    

 


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	Infusion Partners, LLC	 	3355 Bald Mountain Rd  Suite 70	 	Auburn Hills	 	MI	 	48326	 	Oakland	 	3355 Bald Mountain Rd LLC

1000 E. Mandoline 

Madison Heights MI 48071	 	Discontinued Operation	 	N/A Discontinued Operation
	Infusion Partners, LLC	 	187 Country Place Pkwy.  Suite C	 	Pearl	 	MS	 	39208	 	Rankin	 	TICC Property Management LLC - Legacy

PO Box 80

Jackson MS 39205	 	Infusion	 	Equipment, records
	Infusion Partners, LLC	 	4623 Wesley Ave  Suite H	 	Cincinnati	 	OH	 	45212	 	Hamilton	 	PBY Partners LLC

1125 W 8th Ste 200

Cincinnati OH 45203	 	Infusion	 	Equipment, records
	Infusion Partners, LLC	 	3315 Centennial Rd  Suite AA	 	Sylvania	 	OH	 	43560	 	Lucas	 	Findlay Business Partners

4353 Fleetwood Lane

Sylvania OH 43560	 	Infusion	 	Equipment, records
	Infusion Partners, LLC	 	1680 Century Center Pkwy  Suite 9	 	Memphis	 	TN	 	38134	 	Shelby	 	Taurus CD 181 1680 Century Center Parkway LLC

5101 Whellis Dr Ste 320

Memphis TN 38117	 	Infusion	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	5225 O'Donovan Drive  Suite 101	 	Baton Rouge	 	LA	 	70808	 	East Baton Rouge	 	Diamond Max Holdings LLC

3605 Preserve Lane

Miramar Beach FL 32550	 	Infusion	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	15825 Professional Plaza  Suite D	 	Hammond	 	LA	 	70403	 	Tangipahoa	 	Dr. Nose LLC

15825 Professional Plaza Ste A

Hammond LA 70403	 	Infusion/AIC 	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	4661 West Park Unit C	 	Houma	 	LA	 	70364	 	Terrebonne	 	Southern Specialty Investments

518 Marina Rd

Chalmette LA 70043	 	Infusion/AIC 	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	 1503-A Wimbledon Drive	 	Alexandria	 	LA	 	71301	 	Rapides	 	Petron LLC

PO Box 8718

Alexandria LA 71360	 	Infusion/AIC 	 	Equipment, records


 




    	 	8	 



    EXECUTION VERSION


    

 


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	Infusion Partners, LLC dba CarePoint Partners	 	4621 West Napoleon Avenue  Suite 200	 	Metairie	 	LA	 	70001	 	Jefferson	 	West Napoleon Office Building LLC

c/o Allday Consulting Group

2901 N Causeway Blvd Ste 301

Metairie LA 70002	 	Infusion	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	913 South College Road, STE 106	 	Lafayette	 	LA	 	70503	 	Lafayette	 	South College Medical Center LLC

PO Box 52592

Lafayette LA 70505	 	Infusion/AIC 	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	1796 E. Bert Kouns Industrial Loop	 	Shreveport	 	LA	 	71105	 	Caddo	 	Securcare Self Storage

1780 East Bert Kouns

Shreveport LA 71105	 	Infusion	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	1101 Hudson Lane, Suite C-1	 	Monroe	 	LA	 	71201	 	Quachita	 	Charles E Wilkes

Wilkes Real Estate

1034 N 9th St

Monroe, LA 71201	 	Infusion/AIC	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	550 West McNeese Street	 	Lake Charles	 	LA	 	70605	 	Calcasieu	 	Monlezun Land and Cattle Company

2310 Longue Vue Dr

Lake Charles LA 70605	 	Infusion/AIC	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	4137 Boardman-Canfield Rd STE LL04 & 106	 	Canfield	 	OH	 	44406	 	Mahoning	 	CTW Development Corp

970 Windham Court Ste 7

Boardman OH 44512	 	Infusion	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	5446 US Highway 290 West, STE 203	 	Austin	 	TX	 	78735	 	Travis	 	C-G-H Industrial #44 LTD

c/o Wells Fargo

PO Box 202220 Dept 4006

Dallas TX 75320	 	Infusion	 	Equipment, records


 




    	 	9	 



    EXECUTION VERSION


    

 


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	Infusion Partners, LLC dba CarePoint Partners	 	661 North Plano Rd. STE 300	 	Richardson	 	TX	 	70581	 	Collin	 	Richardson Business Center

c/o Colliers International

14785 Preston Rd Ste 750

Dallas TX 75254	 	Infusion	 	Equipment, records
	Infusion Solutions, Inc. 	 	8 Technology Drive  Suite 150	 	Bedford	 	NH	 	03110	 	Hillsborough	 	Terrae of Bedford LLC

c/o Grubb & Ellis

175 Canal St Ste 40

Manchester NH 03101	 	Infusion/DME 	 	Equipment, records
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127	 	Douglas	 	Plaza 87 LLC

c/o The Lundy Company

450 Regency Pkwy #220

Omaha NE 68114	 	Infusion & Medicare Certified Home Health	 	Equipment, records
	Infusion Partners of Brunswick	 	18 Canal Road Plaza	 	Brunswick	 	GA	 	31525	 	Glynn	 	HT Cnal Plaza LLC

5825 Glenridge Dr.

Bldg 1 Ste 206

Atlanta GA 30328	 	Infusion	 	Equipment, records
	Infusion Partners of Melbourne	 	3040 Venture Lane  Bay 103	 	Melbourne	 	FL	 	32934	 	Brevard	 	Spiegel Lease Corp

21 Palm Ave

Miami Beach FL 33139	 	Infusion	 	Equipment, records
	Knoxville Home Therapies, LLC	 	3201 Henson Rd  Suite 101	 	Knoxville	 	TN	 	37921	 	Knox	 	Country Oaks GP

687 Boy Scout Rd

Chattanoga TN 37343	 	Infusion	 	Equipment, records
	New England Home Therapies, Inc.	 	337 Turnpike Road	 	Southborough	 	MA	 	01772	 	Worcester	 	337 Turnpike Rd LLC

30 Turnpike Rd Ste 8

Southborough MA 01772	 	Infusion/DME	 	Equipment, records
	New England Home Therapies, Inc.	 	49 Omni Circle	 	Auburn	 	ME	 	04210	 	Androscoggin	 	Edward W Chapman

407 Washington St. N

Auburn ME 04210	 	Infusion/DME	 	Equipment, records


 




    	 	10	 



    EXECUTION VERSION


    

 


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	Option Health LTD dba BioScrip Infusion Services	 	321 W. Lake St, STE G	 	Elmhurst	 	IL	 	60126	 	DuPage	 	West Lake Farms LP

c/o Hamilton Partners

300 Park Blvd Ste 201

Itasca IL 60143	 	Infusion	 	Equipment, records
	Option Health, LTD	 	985 Avenue of the Cities	 	Silvis	 	IL	 	61282	 	Rock Island	 	Silvis Ace Properties LLC

1805 State St Ste 103

Bettendorf IA 52722	 	Infusion	 	Equipment, records
	Infusion Partners, LLC	 	42-B Volunteer Blvd	 	Jackson	 	TN	 	38305	 	Madison	 	Celia Jordan

23 Windwood Dr.

Jackson TN 38305	 	Infusion	 	Equipment, records
	Professional Home Care Services, Inc.	 	400 Unit 5 Talcottville Rd  Unit 5	 	Vernon	 	CT	 	06066	 	Tolland	 	Route 83 LLC

400-3 Talcottville Rd.

Vernon CT 06066	 	DME	 	Equipment, records
	Professional Home Care Services, Inc.	 	43 Middle Tpke W	 	Manchester	 	CT	 	 	 	Harford	 	Mata Associates LLC

43 Middle Tpke W

Manchester CT 06040	 	DME Support Office	 	Equipment, records
	Professional Home Care Services, Inc.	 	104 and 106 Sebethe	 	Cromwell	 	CT	 	06416	 	Middlesex	 	100 Sebethe Drive LLC

PO Box 945

Farmington CT 06034	 	Infusion/DME	 	Equipment, records
	Scott-Wilson, Inc.	 	2380 Fortune Dr., STES 130 & 150	 	Lexington	 	KY	 	40509	 	Fayette	 	Saunier Development

PO Box 23212

Lexington KY 40517	 	Infusion 	 	Equipment, records
	Wilcox Medical, Inc. 	 	219 Woodstock Ave Suite A	 	Rutland	 	VT	 	05701	 	Rutland	 	Woodstock Road Enterprises LLC

775 Baywood Dr Ste 318

Petauma CA 94954	 	Infusion/DME	 	Equipment, records
	New England Home Therapies, ,Inc. dba CarePoint Partners	 	410 Harris Road	 	Smithfield	 	RI	 	02917	 	Providence	 	123 Associates LLC

PO Box 1384

Providence RI 02091	 	Infusion	 	Equipment, records


 




    	 	11	 



    EXECUTION VERSION


    

 


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	Applied Health Care, LLC	 	9360 Kirby Dr., STE 100	 	Houston	 	TX	 	77054	 	Harris	 	Warehouse Associates Corporate Centre Kirby IV LTD

707 N Shepheard Ste 700

Houston TX 77077	 	Infusion	 	Equipment, records
	BioScrip, Inc.	 	1715 Hardy Street, STES 30 & 40	 	Hattiesburg	 	MS	 	39402	 	Forrest	 	London & Steteman Realtors

3906 Hardy St.

Hattiesburg MS 30402	 	IT HelpDesk	 	Equipment
	BioScrip, Inc.	 	1600 Broadway, Suite 700	 	Denver	 	CO	 	80202	 	Denver	 	LBA Realty Fund II-WBP IV LLC

PO Box 740850

Los Angeles CA 90074	 	Corporate Office	 	Inventory Books, Records
	HomeChoice Partners, Inc.	 	12695 McManus Blvd. 	 	Newport News	 	VA	 	23608	 	Warwick	 	Liberty Commons LLC

15064 Carrollton Blvd Ste A

Carrollton VA 23314	 	AIC	 	Equipment, records
	Infusion Partners, LLC dba CarePoint Partners	 	1908 Clearview Parkway, STE 102	 	Metairie	 	LA	 	70001	 	Jefferson	 	Clearview Office Park LLC

PO Box 6022

Metairie LA 70009	 	General Office	 	Equipment, records
	Home Solutions	 	1001 S. Grand Street	 	Hammonton	 	NJ	 	8037	 	Atlantic	 	NAI  Realty Group Inc

996 Old Eagle School Rd

Suite 111

Wayne PA 19087	 	Support Office (previous Corp. Office for Home Solutions)	 	Equipment, records
	New England Home Therapies, Inc. dba New England Home Therapies	 	780 Dedham Street, #300	 	Canton	 	MA	 	02021	 	Norfolk	 	Park at 95 LLC

65 Sprague St W

Hyde Park MA 02136	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc. dba HomeChoice Partners	 	2201 Crown Point Exec. Dr, Suite C	 	Charlotte	 	NC	 	28227	 	Mecklenburg	 	93 NCRPT LLC

c/o Benderson Dev Co

PO Box 823201

Philadelphia PA 19182	 	Infusion	 	Equipment, records


 




    	 	12	 



    EXECUTION VERSION


    

 


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	InfuScience, Inc. dba Home Solutions	 	10300 Eaton Place #170	 	Fairfax	 	VA	 	22030	 	Fairfax	 	CIII LBUBS06-CS Willowwood I & II

c/o Cassidy Turley Commercial Real Estate

600 Washington Ave Ste 1100

St Louis MO 63101	 	Infusion	 	Equipment, records
	New England Home Therapies, Inc. dba New England Home Therapies	 	295 Main Street	 	Falmouth	 	MA	 	02540	 	Barnstable	 	First Cambridge Realty Corporation

907 Massachusetts Ave

Cambridge MA 02139	 	Currently not operational	 	Equipment, records
	East Goshen Pharmacy, Inc. dba Home Solutions	 	2 Walnut Grove Dr. #140	 	Horsham	 	PA	 	19044	 	Montgomery	 	RV OP 1 LP

PO Box 78029

Philadelphia PA 19178	 	Infusion	 	Equipment, records
	East Goshen Pharmacy, Inc. dba Home Solutions, a BioScrip company	 	3 Regent St., Suite 306	 	Livingston	 	NJ	 	07039	 	Essex	 	Eastview Associates

c/o Eastman Mgt Corp

651 W. Mount Pleasant Ave

Ste 110

Livingston NJ 07039	 	Infusion	 	Equipment, records
	East Goshen Pharmacy, Inc. dba Home Solutions	 	830 Broadway	 	Norwood	 	NJ	 	07648	 	Bergen	 	Alfa Associates LLC

785 Franklin Ave Ste 34

Franklin Lakes NJ 07417	 	Infusion	 	Equipment, records
	HomeChoice Partners, Inc. dba HomeChoice Partners	 	8701 Park Central Dr. #600	 	Richmond	 	VA	 	23227	 	Richmond	 	Baker Properties LP

One West Red Oak Ln

White Plains NY 10604	 	Infusion	 	Equipment, records
	East Goshen Pharmacy, Inc. dba Home Solutions	 	215 Shore Road	 	Somers Point	 	NJ	 	08244	 	Atlantic	 	Timbrook Properties LLC

Morgan Stanley

1601 New Road

Northfield NJ 08225	 	Infusion	 	Equipment, records


 




    	 	13	 



    EXECUTION VERSION


    

 


 


	Lessee:	 	Street Address:	 	City:	 	ST	 	Zip:	 	County:	 	Name and

    Address 

    of Lessor:	 	Brief Description

    of Activities

    Conducted on

    Parcel:	 	Types of Tangible

    Personal Property at

    Parcel (e.g., equip,

    records &/or inventory
	East Goshen Pharmacy, Inc. dba Home Solutions	 	3419 Concord Road	 	York	 	PA	 	17402	 	York	 	Kinsley Equities II LP

6259 Reynolds Mill Rd

Seven Valleys PA 17360	 	Infusion	 	Equipment, records
	BioScrip, Inc. (Home Solutions)	 	Two Point Royal, 4550 N. Point Pkway, Suite #145	 	Alpharetta	 	GA	 	30022	 	Fulton	 	Highwoods Realty Limited Partnership

PO Box 100488

Atlanta GA 30384	 	Currently not operational	 	Equipment


 




    	 	14	 



    EXECUTION VERSION


    

 


 


Schedule 4.11(c)


 


Insurance


 


	Insurance Co.	 	Policy Number	 	Type of Coverage	 	Limits	 	 	Expiration
	Travelers Property & Cas.	 	TJCAP3611A402TIL16	 	Business Automobile Liability	 	$	2,000,000	 	 	5/25/2017
	Arch Specialty Insurance	 	FLP0024544-08	 	Commercial General & Professional Liability	 	$	3,000,000	 	 	5/25/2017
	Arch Specialty Insurance	 	FLP0024544-08	 	Umbrella Liability	 	$	15,000,000	 	 	5/25/2017
	Columbia Casualty Co. (C.N.A.)	 	HMC4032084539-3	 	Excess Liability	 	$	10,000,000	 	 	5/25/2017
	ACE	 	MSP G21816826 008	 	Managed Care E&O (Run-Off)	 	$	5,000,000	 	 	5/25/2019
	National Union Fire of Pittsburgh (AIG)	 	01-871-23-81	 	Fiduciary Liability	 	$	5,000,000	 	 	9/30/2017
	Axis	 	MNN774329/01/2016	 	Employment Practices Liability	 	$	7,500,000	 	 	9/30/2017
	Berkley	 	BCCR-45000402-21	 	Commercial Crime	 	$	5,000,000	 	 	9/30/2017
	Travelers Property & Cas.	 	KTJ-CMB-3C96190-3-15	 	Property	 	$	200,000,000	 	 	5/25/2017
	Travelers Indemnity	 	TC2KUB1008A29716	 	Workers Compensation	 	 	Statutory	 	 	5/25/2017
	Illinois National (AIG)	 	022176446	 	Employed Lawyers	 	$	5,000,000	 	 	12/9/2017
	Endurance	 	PRO10005835702	 	Network Security	 	$	10,000,000	 	 	9/30/2017
	National Union Fire (AIG)	 	GTP0009135283	 	Business Travel Accident	 	$	5,000,000	 	 	10/1/2017
	National Union Fire (AIG)	 	01-874-32-24	 	Directors & Officers Liability	 	$	5,000,000	 	 	9/30/2017



 




    	 	15	 



    EXECUTION VERSION


    

  


Schedule 4.14


 


Subsidiaries


	Subsidiary	 	Ownership Interest	 	Jurisdiction of

Organization	 	Organizational 

Type	 	Subsidiary

Loan Party

(Y/N)
	Applied Health 

Care, LLC	 	100% of membership interests 

owned by Infusion Partners, LLC	 	DE	 	Limited Liability 

Company	 	Yes
	BioScrip Infusion 

Management, LLC	 	100% of membership interests 

owned by BioScrip Infusion 

Services, LLC	 	DE	 	Limited Liability 

Company	 	Yes
	BioScrip Infusion 

Services, Inc.	 	100% of stock owned by 

BioScrip, Inc.	 	CA	 	Corporation	 	Yes
	BioScrip Infusion 

Services, LLC	 	100% of membership interests 

owned by BioScrip PBM 

Services, LLC	 	DE	 	Limited Liability 

Company	 	Yes
	BioScrip Medical 

Supply Services, 

LLC	 	100% of membership interest 

owned by Critical Homecare 

Solutions, Inc.	 	DE	 	Limited Liability 

Company	 	Yes
	BioScrip Nursing 

Services, LLC	 	100% of membership interests 

owned by BioScrip Infusion 

Services, LLC	 	NY	 	Limited Liability 

Company	 	Yes
	BioScrip PBM 

Services, LLC	 	100% of membership interests 

owned by BioScrip, Inc.	 	DE	 	Limited Liability 

Company	 	Yes
	BioScrip Pharmacy 

(NY), Inc.	 	100% of stock owned by 

BioScrip, Inc.	 	NY	 	Corporation	 	Yes
	BioScrip Pharmacy 

(Puerto Rico), Inc.	 	100% of stock owned by 

BioScrip, Inc.	 	PR	 	Corporation	 	Yes
	BioScrip Pharmacy 

Services, Inc.	 	100% of stock owned by 

BioScrip, Inc.	 	OH	 	Corporation	 	Yes
	
        BioScrip Pharmacy,

        Inc.
	 	100% of stock owned by 

Chronimed, LLC	 	MN	 	Corporation	 	Yes
	Bradhurst Specialty 

Pharmacy, Inc.	 	100% of stock owned by 

Chronimed, LLC	 	NY	 	Corporation	 	Yes
	Chronimed, LLC	 	100% of membership interests 

owned by BioScrip, Inc.	 	MN	 	Limited Liability 

Company	 	Yes
	CHS Holdings, Inc.	 	100% of stock owned by 

BioScrip, Inc.	 	DE	 	Corporation	 	Yes
	Critical Homecare 

Solutions, Inc.	 	100% of stock owned by CHS 

Holdings, Inc.	 	DE	 	Corporation	 	Yes
	Deaconess 

Enterprises, LLC	 	100% of membership interests 

owned by Critical Homecare 

Solutions, Inc.	 	OH	 	Limited Liability 

Company	 	Yes
	Deaconess 

HomeCare, LLC	 	100% of membership interests 

owned by Deaconess Enterprises, LLC	 	DE	 	Limited Liability 

Company	 	Yes
	East Goshen 

Pharmacy, Inc.	 	100% of stock owned by Infusion Partners, LLC	 	PA	 	Corporation	 	Yes
	HomeChoice 

Partners, Inc.	 	100% of stock owned by 

BioScrip, Inc.	 	DE	 	Corporation	 	Yes
	Infusal Partners	 	InfuScience, Inc. and InfuScience Sub, Inc. are its Partners	 	FL	 	General 

Partnership	 	Yes
	InfuCenters, LLC	 	100% of membership interests 

owned by Infusal Partners	 	DE	 	Limited Liability 

Company	 	Yes
	InfuScience HHA, 

LLC	 	100% of membership interests 

owned by Infusion Therapy 

Specialists, Inc.	 	DE	 	Limited Liability 

Company	 	Yes
	InfuScience, Inc.	 	100% of stock owned by 

BioScrip, Inc.	 	DE	 	Corporation	 	Yes
	InfuScience South 

Carolina, LLC	 	100% of membership interests 

owned by InfuScience, Inc.	 	DE	 	Limited Liability 

Company	 	Yes
	InfuScience Sub, 

Inc.	 	100% of stock owned by 

InfuScience, Inc.	 	DE	 	Corporation	 	Yes
	Infusion Partners of 

Brunswick, LLC	 	100% of membership interests 

owned by Infusion Partners, LLC	 	GA	 	Limited Liability 

Company	 	Yes
	Infusion Partners of 

Melbourne, LLC	 	100% of membership interests 

owned by Infusion Partners, LLC	 	GA	 	Limited Liability 

Company	 	Yes


 




    	 	16	 



    EXECUTION VERSION


    

 


 


	Subsidiary	 	Ownership Interest	 	Jurisdiction of

Organization	 	Organizational 

Type	 	Subsidiary

Loan Party

(Y/N)
	Infusion Partners, 

LLC	 	
        100% of membership interests

        owned by Deaconess Homecare,

        LLC
	 	OH	 	Limited Liability 

Company	 	Yes
	
        Infusion Solutions,

        Inc.
	 	100% of stock owned by Critical 

HomeCare Solutions, Inc.	 	NH	 	Corporation	 	Yes
	Infusion Therapy 

Specialists, Inc.	 	100% of stock owned by 

InfuScience, Inc.	 	NE	 	Corporation	 	Yes
	Knoxville Home 

Therapies, LLC	 	
        100% of membership interests

        owned by Deaconess Homecare,

        LLC
	 	TN	 	Limited Liability 

Company	 	Yes
	National Health 

Infusion, Inc.	 	100% of stock owned by Infusion Partners, LLC	 	FL	 	Corporation	 	Yes
	Natural Living, Inc.	 	100% of stock owned by 

BioScrip PBM Services, Inc.	 	NY	 	Corporation	 	Yes
	New England Home Therapies, Inc.	 	100% of stock owned by Critical Homecare Solutions, Inc.	 	MA	 	Corporation	 	Yes
	Nutri USA, Inc.	 	100% of stock owned by PHCS 

Acquisition Co, Inc.	 	NY	 	Corporation	 	Yes
	Option Health, Ltd.	 	100% of stock owned by Infusion Partners, LLC	 	IL	 	Corporation	 	Yes
	PHCS Acquisition 

Co, Inc.	 	
        100% of stock owned by

        Professional Homecare Services,

        Inc.
	 	DE	 	Corporation	 	Yes
	Professional Home 

Care Services, Inc.	 	100% of stock owned by 

Specialty Pharma, Inc.	 	DE	 	Corporation	 	Yes
	Regional 

Ambulatory 

Diagnostics, Inc.	 	100% of stock owned by 

Deaconess Homecare, LLC	 	OH	 	Corporation	 	Yes
	Scott-Wilson, Inc.	 	100% of stock owned by Infusion Partners, LLC	 	KY	 	Corporation	 	Yes
	Specialty Pharma, 

Inc.	 	100% of stock owned by Critical 

Homecare Solutions, Inc.	 	DE	 	Corporation	 	Yes
	Wilcox Medical, 

Inc.	 	100% of stock owned by New 

England Home Therapies, Inc.	 	VT	 	Corporation	 	Yes


 




    	 	17	 



    EXECUTION VERSION


    

 


 


Schedule 4.16


 


Permitted Third Party Banks; Deposit and Disbursement
Accounts


 


	Bank Name	 	Bank Address	 	Account No.	 	Type of 

Account	 	Account Name	 	Government 

Receivables 

Account?	 	Excluded

Account?
	Bank of

America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	3940 0409 8245	 	MASTER	 	Bioscrip, Inc.	 	No	 	No
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	0000 0936 5119	 	MASTER	 	Bioscrip, Inc.	 	No	 	No
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	0000 8021 9984	 	PBM Disbursing	 	Bioscrip Pharmacy Services	 	No	 	Yes
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	0022 2001 3473	 	BioScrip Inc AP Disbursing	 	Bioscrip Inc	 	No	 	Yes
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	0039 4033 5463	 	BioScrip Inc Payroll - ADP & Manual	 	Bioscrip Inc	 	No	 	Yes
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	0094 2915 0504*	 	Lockbox - Long Island, Lake Success	 	Bioscrip Pharmacy Inc.	 	No	 	No
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	3940 0328 5716*	 	Lockbox - Long Island, Lake Success	 	Bioscrip Pharmacy (NY), Inc.	 	Yes	 	Yes
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	0039 4033 1085	 	Lockbox 

Burbank 

Infusion	 	Bioscrip Intravaneous Therapy Services	 	No	 	No
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	0094 2844 5968	 	Lockbox 

BioScrip 

Pharmacy 

Services	 	Bioscrip Pharmacy Services	 	No	 	No
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	3940 0247 9442	 	Lockbox 

BioScrip 

Pharmacy 

Services	 	Bioscrip Pharmacy Services	 	Yes	 	Yes
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	0094 2844 5984	 	Lockbox - 

Morris Plains	 	Bioscrip Infusion Services, LLC	 	No	 	No
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	3940 0247 9439	 	Lockbox - 

Morris Plains	 	Bioscrip Infusion Services, LLC	 	No	 	No
	JP Morgan Chase	 	Northeast Market, PO Box 260180, Baton Rouge LA 70826-0180 1-800-935-9935	 	475042646	 	Health Claims Disbursing	 	UHC Admstr Plan for Bioscrip Inc.	 	No	 	Yes
	Bank of America	 	
        PO Box 1091, Charlotte, NC 28254-3489

        1-888-600-4000
	 	000655884435*	 	BOA Retail Master Lockbox	 	BioScrip Pharmacy Inc.	 	No	 	No
	Citibank	 	
        PO Box 769013, San Antonio TX 78245-9013

        1-800-627-3999
	 	759185864	 	Master	 	Critical Homecare Solutions	 	No	 	No
	Citibank	 	
        PO Box 769013, San Antonio TX 78245-9013

        1-800-627-3999
	 	759185928	 	Government Lockbox	 	Critical Homecare Solutions	 	Yes	 	Yes
	Citibank	 	
        PO Box 769013, San Antonio TX 78245-9013

        1-800-627-3999
	 	759185901	 	Commercial Lockbox	 	Critical Homecare Solutions	 	No	 	No
	CMS 

Metabank	 	7700 Goodlett Farms Parkway, Cordovoa, TN 38016	 	1700008714	 	Payroll paycard funding	 	ADP Critical 

Homecare 

Solutions	 	No	 	Yes
	Harris Bank	 	
        Po Box 755, Chicago, IL

        60690

        1-888-340-2265
	 	299-651-0	 	Commercial Lockbox	 	Infuscience, Inc	 	No	 	No
	Harris Bank	 	
        Po Box 755, Chicago, IL

        60690

        1-888-340-2265
	 	299-258-4	 	Government Lockbox	 	Infuscience, Inc	 	Yes	 	Yes


 




    	 	18	 



    EXECUTION VERSION


    

 


 


	Bank Name	 	Bank Address	 	Account No.	 	Type of 

Account	 	Account Name	 	Government 

Receivables 

Account?	 	Excluded

Account?
	Morgan 

Stanley	 	Po Box 659754, San Antonio, TX 78265	 	612-124372- 

563	 	TCSA, Secured Party FBO	 	Infuscience Inc	 	No	 	Yes
	Harris Bank	 	
        Po Box 755, Chicago, IL

        60690

        1-888-340-2265
	 	299-710-4	 	Commercial Lockbox	 	Infusion Therapy specialists Inc	 	No	 	No
	Harris Bank	 	
        Po Box 755, Chicago, IL

        60690

        1-888-340-2265
	 	299-304-6	 	Government Lockbox	 	Infusion Therapy specialists Inc	 	Yes	 	Yes
	Harris Bank	 	
        Po Box 755, Chicago, IL

        60690

        1-888-340-2265
	 	294-867-7	 	Commercial Lockbox	 	Infuscience South Carolina LLC	 	No	 	No
	Harris Bank	 	
        Po Box 755, Chicago, IL

        60690

        1-888-340-2265
	 	294-868-5	 	Government Lockbox	 	Infuscience South Carolina LLC	 	Yes	 	Yes
	Harris Bank	 	
        Po Box 755, Chicago, IL

        60690

        1-888-340-2265
	 	299-660-1	 	Commercial Lockbox	 	Infusal Partners	 	No	 	No
	SunTrust	 	
        Po Box 622227, Orlando, FL, 32862-2227

        1-800-786-8787
	 	203287673	 	Government Lockbox	 	HomeChoice Partners	 	Yes	 	Yes
	Bank of America	 	
        Po Box 25118,Tampa,FL,

        33622

        1-888-600-4000
	 	394005722675*	 	Commercial Lockbox	 	HomeChoice Partners	 	No	 	No
	Bank of America	 	Bank of America, N. A. 100 Federal Street Boston, MA. 02110 1-617- 434-3412	 	394005724217	 	Commercial Lockbox	 	BioScrip, Inc.	 	No	 	No
	Bank of America	 	Bank of America, N. A. 100 Federal Street Boston, MA. 02110 1-617- 434-3412	 	394005724220	 	Government Lockbox	 	BioScrip, Inc.	 	Yes	 	Yes
	Bank of America	 	Bank of America, N. A. 100 Federal Street Boston, MA. 02110 1-617- 434-3412	 	394005724408	 	Patient Pay	 	BioScrip, Inc.	 	No	 	No


 


* On December 7, 2016, BioScrip instructed Bank of America to close
these accounts. The accounts are open as of January 6, 2017.


 




    	 	19	 



    EXECUTION VERSION


    

 


 


Schedule 4.18


 


Material Agreements


 


		1.	Facility Participation Agreement effective as of October 1, 2014, with United HealthCare Insurance
Company, contracting on behalf of itself and other entities that are United Affiliates.



 


		2.	Facility Participation Agreement, effective as of October 1, 2014, between United Healthcare Insurance
Company, United Healthcare of Washington, Inc., PacifiCare Life Assurance Company, and PacifiCare Life and Health Insurance Company.



 


		3.	Ancillary Provider Participation Agreement effective as of October 1, 2014, with AmeriChoice of
New Jersey, Inc., contracting on behalf of itself and other entities that are AmeriChoice Affiliates.



 


		4.	Ancillary Provider Participation Agreement effective as of October 1, 2014, with United HealthCare
of New York, Inc., Oxford Health Plans (NY), Inc. and the other entities that are United’s Affiliates.



 


		5.	Ancillary Provider Participation Agreement effective as of October 1, 2014 with United Healthcare
Plan of the River Valley, Inc. and the other entities that are United’s Affiliates.



 




    	 	20	 



    EXECUTION VERSION


    

 


 


Schedule 4.21(a)


 


Healthcare Matters


 


Governmental Payor Arrangements


 


Medicaid


 


	Entity	 	Address	 	City	 	ST	 	Zip	 	License State	 	License Type	 	License No.
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Alaska	 	Out of State Medicaid-Pharmacy	 	PH456OH
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Alaska	 	Out of State Medicaid-DME	 	1021824
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Alaska	 	Out of State Medicaid-DME	 	MS456OH
	BioScrip Infusion Services, Inc. 	 	320 South Flower Street, Suite A	 	Burbank	 	CA	 	91502-2103	 	Arizona	 	Out of State Medicaid-Pharmacy/DME	 	338106
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Arizona	 	Out of State Medicaid-Pharmacy/DME	 	131674
	Infusion Partners, LLC	 	1796 East Bert Kouns Industrial Loop	 	Shreveport	 	LA	 	71105-5560	 	Arkansas	 	Out of State Medicaid-DME	 	206910716
	Infusion Partners, LLC	 	1796 East Bert Kouns Industrial Loop	 	Shreveport	 	LA	 	71105-5560	 	Arkansas	 	Out of State Medicaid-Pharmacy	 	206911407
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Arkansas	 	Out of State Medicaid-Pharmacy	 	190525407
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Arkansas	 	Out of State Medicaid-Total Parenteral /Hyperalimentation	 	201146733
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	Arkansas	 	Out of State Medicaid-Pharmacy	 	154443407
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	Arkansas	 	Out of State Medicaid-DME	 	150514716
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	Arkansas	 	Out of State Medicaid-Total Parenteral /Hyperalimentation	 	156525733
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	Arkansas	 	Out of State Medicaid-DME	 	150514716
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	Arkansas	 	Out of State Medicaid-Total Parenteral /Hyperalimentation	 	156525733
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	Arkansas	 	Out of State Medicaid-Pharmacy	 	154443407
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	California	 	Out of State Medicaid-Pharmacy/DME Medicare Crossover	 	XPH015092 
	BioScrip Infusion Services, Inc. 	 	320 South Flower Street, Suite A	 	Burbank	 	CA	 	91502-2103	 	Colorado	 	Out of State Medicaid-Mail Order Pharmacy	 	53486374
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Colorado	 	Out of State Medicaid-DME	 	90152514
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Colorado	 	Out of State Medicaid-Pharmacy	 	80107214
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Connecticut	 	Out of State Medicaid-Pharmacy	 	003112282
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Connecticut	 	Out of State Medicaid-DME	 	008003113


 




    	 	21	 



    EXECUTION VERSION


    

 


 


	Entity	 	Address	 	City	 	ST	 	Zip	 	License State	 	License Type	 	License No.
	BioScrip Pharmacy (NY), Inc. 	 	1 Vermont Drive	 	Lake Success	 	NY	 	11042-1128	 	Connecticut	 	Out of State Medicaid-DME	 	008003281
	BioScrip Pharmacy (NY), Inc. 	 	1 Vermont Drive	 	Lake Success	 	NY	 	11042-1128	 	Connecticut	 	Out of State Medicaid-Pharmacy	 	3095199
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Connecticut	 	Out of State Medicaid-DME	 	008057762
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Connecticut	 	Out of State Medicaid-Pharmacy	 	003106988
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Delaware	 	Out of State Medicaid-DME	 	1000021601
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Delaware	 	Out of State Medicaid-Pharmacy	 	1000021567
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Delaware	 	Out of State Medicaid-Pharmacy	 	1000040671
	East Goshen Pharmacy, Inc.	 	1220 Ward Avenue, Suite 250	 	West Chester	 	PA	 	19380-3400	 	Delaware	 	Out of State Medicaid-Pharmacy	 	76357
	HomeChoice Partners, Inc.	 	9140 Guilford Road, Suite C	 	Columbia	 	MD	 	21046-2591	 	District of Columbia	 	Out of State Medicaid-DME	 	080897500
	HomeChoice Partners, Inc.	 	9140 Guilford Road, Suite C	 	Columbia	 	MD	 	21046-2591	 	District of Columbia	 	Out of State Medicaid-Pharmacy	 	060512900
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	District of Columbia	 	Out of State Medicaid-Pharmacy	 	036308500
	InfuScience, Inc.	 	4115 Pleasant Valley Road, Suite 700	 	Chantilly	 	VA	 	20151-1220	 	District of Columbia	 	Out of State Medicaid-Pharmacy	 	039928500
	InfuScience, Inc.	 	4115 Pleasant Valley Road, Suite 700	 	Chantilly	 	VA	 	20151-1220	 	District of Columbia	 	Out of State Medicaid-DME	 	096590400
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Florida	 	Out of State Medicaid-DME	 	

032204101
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Florida	 	Out of State Medicaid-Pharmacy	 	032204100 
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Georgia	 	Out of State Medicaid-DME	 	103413163B
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Georgia	 	Out of State Medicaid-Pharmacy	 	

605379475A
	BioScrip Infusion Services, Inc. 	 	320 South Flower Street, Suite A	 	Burbank	 	CA	 	91502-2103	 	Hawaii	 	Out of State Medicaid-Pharmacy	 	638512 
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Hawaii	 	Out of State Medicaid-DME	 	637803 
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Idaho	 	Out of State Medicaid-DME	 	80778930
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Idaho	 	Out of State Medicaid-Pharmacy	 	805478900               
	InfuScience, Inc.	 	2915 Waters Road, Suite 110	 	Eagan	 	MN	 	55121-1562	 	Illinois	 	Out of State Medicaid-Pharmacy/DME	 	204055147001
	HomeChoice Partners, Inc.	 	528 Trade Center Blvd.	 	Chesterfield	 	MO	 	63005-1253	 	Illinois	 	Out of State Medicaid-Pharmacy	 	1518275239
	HomeChoice Partners, Inc.	 	528 Trade Center Blvd.	 	Chesterfield	 	MO	 	63005-1253	 	Illinois	 	Out of State Medicaid-DME	 	1518275239
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Illinois	 	Out of State Medicaid-Pharmacy/DME	 	341633456003
	Option Health, Ltd.	 	321 West Lake Street, Suite G	 	Elmhurst	 	IL	 	60126-1539	 	Indiana	 	Out of State Medicaid-Pharmacy/DME	 	201240250A
	Scott-Wilson, Inc.	 	2380 Fortune Drive, Suite 130	 	Lexington	 	KY	 	40509-4287	 	Indiana	 	Out of State Medicaid-Pharmacy/DME	 	201000340A


 




    	 	22	 



    EXECUTION VERSION


    

 


 


	Entity	 	Address	 	City	 	ST	 	Zip	 	License State	 	License Type	 	License No.
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Indiana	 	Out of State Medicaid-Pharmacy/DME	 	201024260A
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Indiana	 	Out of State Medicaid-Pharmacy/DME	 	200967380A
	Infusion Partners, LLC	 	4623 Wesley Avenue, Suite H 	 	Cincinnati	 	OH	 	45212-2272	 	Indiana	 	Out of State Medicaid-Pharmacy/DME	 	200331580A
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Indiana	 	Out of State Medicaid-Pharmacy	 	200130180A
	Option Health, Ltd.	 	985 Avenue of the Cities, Suite 105	 	Silvis	 	IL	 	61282-7001	 	Iowa	 	Out of State Medicaid-DME	 	0795278
	Option Health, Ltd.	 	985 Avenue of the Cities, Suite 105	 	Silvis	 	IL	 	61282-7001	 	Iowa	 	Out of State Medicaid-Pharmacy	 	958710
	InfuScience, Inc.	 	2915 Waters Road, Suite 110	 	Eagan	 	MN	 	55121-1562	 	Iowa	 	Out of State Medicaid-Pharmacy	 	0702354
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Iowa	 	Out of State Medicaid-Pharmacy	 	1588768618
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Iowa	 	Out of State Medicaid-Pharmacy	 	1295738409
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Iowa	 	Out of State Medicaid-Pharmacy	 	0976282
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Kansas	 	Out of State Medicaid-DME	 	100242490B
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Kansas	 	Out of State Medicaid-Pharmacy	 	200302970A
	Infusion Partners, LLC	 	4623 Wesley Avenue, Suite H 	 	Cincinnati	 	OH	 	45212-2272	 	Kentucky	 	Out of State Medicaid-Pharmacy	 	54002522
	Infusion Partners, LLC	 	4623 Wesley Avenue, Suite H 	 	Cincinnati	 	OH	 	45212-2272	 	Kentucky	 	Out of State Medicaid-DME	 	90008905
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Kentucky	 	Out of State Medicaid-Pharmacy	 	5400037700 
	BioScrip Infusion Services, LLC	 	4401 MacCorkle Avenue SE	 	Charleston	 	WV	 	25304-2505	 	Kentucky	 	Out of State Medicaid-DME	 	7100273470
	BioScrip Infusion Services, LLC	 	4401 MacCorkle Avenue SE	 	Charleston	 	WV	 	25304-2505	 	Kentucky	 	Out of State Medicaid-Pharmacy	 	7100273370
	BioScrip Infusion Services, LLC	 	9503 Middletown Mall	 	Fairmont	 	WV	 	26554-2195	 	Kentucky	 	Out of State Medicaid-DME	 	

7100270020
	Infusion Partners, LLC	 	5225 O'Donovan Drive, Suite 101	 	Baton Rouge	 	LA	 	70808-7203	 	Louisiana	 	Out of State Medicaid-Pharmacy	 	1234028
	Infusion Partners, LLC	 	4621 West Napoleon Avenue, Suite 200	 	Metairie	 	LA	 	70001-2490	 	Louisiana	 	Out of State Medicaid-Pharmacy	 	1267970
	Infusion Partners, LLC	 	1796 East Bert Kouns Industrial Loop	 	Shreveport	 	LA	 	71105-5560	 	Louisiana	 	Out of State Medicaid-Pharmacy	 	2202308
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Louisiana	 	Out of State Medicaid-Pharmacy	 	1224871
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Louisiana	 	Out of State Medicaid-Pharmacy/DME	 	1269361
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Maine	 	Out of State Medicaid-Pharmacy	 	432214400
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Maryland	 	Out of State Medicaid-Pharmacy	 	403187300                  
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Maryland	 	Out of State Medicaid-DME	 	409924900
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Maryland	 	Out of State Medicaid-Pharmacy	 	812266100


 




    	 	23	 



    EXECUTION VERSION


    

 


 


	Entity	 	Address	 	City	 	ST	 	Zip	 	License State	 	License Type	 	License No.
	East Goshen Pharmacy, Inc.	 	1220 Ward Avenue, Suite 250	 	West Chester	 	PA	 	19380-3400	 	Maryland	 	Out of State Medicaid-DME	 	

420522700
	InfuScience, Inc.	 	4115 Pleasant Valley Road, Suite 700	 	Chantilly	 	VA	 	20151-1220	 	Maryland	 	Out of State Medicaid-DME	 	017599400
	InfuScience, Inc.	 	4115 Pleasant Valley Road, Suite 700	 	Chantilly	 	VA	 	20151-1220	 	Maryland	 	Out of State Medicaid-Pharmacy	 	017570600
	BioScrip Infusion Services, LLC	 	9503 Middletown Mall	 	Fairmont	 	WV	 	26554-2195	 	Maryland	 	Out of State Medicaid-Pharmacy	 	498704700
	Professional Home Care Services, Inc. 	 	104 Sebethe Drive	 	Cromwell	 	CT	 	06416-1094	 	Massachusetts	 	Out of State Medicaid-Pharmacy	 	110087161A
	Infusion Solutions, Inc. 	 	8 Technology Drive	 	Bedford	 	NH	 	03110-6908	 	Massachusetts	 	Out of State Medicaid-DME	 	110081213A
	Infusion Solutions, Inc. 	 	8 Technology Drive	 	Bedford	 	NH	 	03110-6908	 	Massachusetts	 	Out of State Medicaid-Pharmacy	 	0424251
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Massachusetts	 	Out of State Medicaid-Pharmacy/DME Medicare Crossover	 	1855051 
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Michigan	 	Out of State Medicaid-DME	 	1588768618
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Michigan	 	Out of State Medicaid-Pharmacy	 	1295738409
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Michigan	 	Out of State Medicaid-Pharmacy	 	3653157
	Infusion Partners, LLC	 	3315 Centennial Road, Suite AA   	 	Sylvania	 	OH	 	43560-9419	 	Michigan	 	Out of State Medicaid-Pharmacy	 	1326116989
	Infusion Partners, LLC	 	3315 Centennial Road, Suite AA   	 	Sylvania	 	OH	 	43560-9419	 	Michigan	 	Out of State Medicaid-DME	 	1326116989
	BioScrip Infusion Services, Inc. 	 	320 South Flower Street, Suite A	 	Burbank	 	CA	 	91502-2103	 	Minnesota	 	Out of State Medicaid-Pharmacy/DME	 	598440000
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Minnesota	 	Out of State Medicaid-Pharmacy/DME	 	392485000
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Minnesota	 	Out of State Medicaid-Pharmacy/DME	 	802022100
	HomeChoice Partners, Inc.	 	5365 Robin Hood Road, Suite 200	 	Norfolk	 	VA	 	23513-2416	 	Minnesota	 	Out of State Medicaid-Pharmacy	 	1699854950
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Mississippi	 	Out of State Medicaid-DME	 	

06172205
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Mississippi	 	Out of State Medicaid-DME	 	07072023 
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	Mississippi	 	Out of State Medicaid-Pharmacy	 	330686
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	Mississippi	 	Out of State Medicaid-Pharmacy	 	330686
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Missouri	 	Out of State Medicaid-Pharmacy/DME	 	1588768618
	BioScrip Infusion Services, Inc. 	 	320 South Flower Street, Suite A	 	Burbank	 	CA	 	91502-2103	 	Montana	 	Out of State Medicaid-Pharmacy	 	1942225586
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Montana	 	Out of State Medicaid-Pharmacy	 	0212524                  
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Montana	 	Out of State Medicaid-DME	 	0033982 
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Nebraska	 	Out of State Medicaid-DME	 	47073084600
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Nevada	 	Out of State Medicaid-Pharmacy	 	100509890


 




    	 	24	 



    EXECUTION VERSION


    

 


 


	Entity	 	Address	 	City	 	ST	 	Zip	 	License State	 	License Type	 	License No.
	New England Home Therapies, Inc. 	 	337 Turnpike Road      	 	Southborough	 	MA	 	01772-1760	 	New Hampshire	 	Out of State Medicaid-Pharmacy	 	3071975
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	New Hampshire	 	Out of State Medicaid-Pharmacy	 	3072343
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	New Jersey	 	Out of State Medicaid-Pharmacy	 	0098817
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	New Jersey	 	Out of State Medicaid-DME	 	0098795
	BioScrip Infusion Services, Inc. 	 	320 South Flower Street, Suite A	 	Burbank	 	CA	 	91502-2103	 	New Mexico	 	Out of State Medicaid-Pharmacy	 	50258877 
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	New Mexico	 	Out of State Medicaid-Pharmacy	 	41829077 
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	New Mexico	 	Out of State Medicaid-Home Infusion Therapy	 	95127097
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	New Mexico	 	Out of State Medicaid-Pharmacy	 	62632
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	New York	 	Out of State Medicaid-Pharmacy/DME	 	01688802
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	New York	 	Out of State Medicaid-Pharmacy/DME Medicare Crossover	 	02621552 
	HomeChoice Partners, Inc.	 	160 Congress Blvd., Suite D	 	Duncan	 	SC	 	29334-8890	 	North Carolina	 	Out of State Medicaid-Pharmacy/DME	 	1649359928
	HomeChoice Partners, Inc.	 	5365 Robin Hood Road, Suite 200	 	Norfolk	 	VA	 	23513-2416	 	North Carolina	 	Out of State Medicaid-Pharmacy/DME	 	1699854950
	InfuScience, Inc.	 	2915 Waters Road, Suite 110	 	Eagan	 	MN	 	55121-1562	 	North Dakota	 	Out of State Medicaid-Pharmacy	 	1462309
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	North Dakota	 	Out of State Medicaid-DME	 	51315
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Ohio	 	Out of State Medicaid-Pharmacy/DME	 	3046886
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Ohio	 	Out of State Medicaid-Pharmacy/DME	 	2259685
	BioScrip Infusion Services, LLC	 	4401 MacCorkle Avenue SE	 	Charleston	 	WV	 	25304-2505	 	Ohio	 	Out of State Medicaid-Pharmacy/DME	 	0096792
	BioScrip Infusion Services, LLC	 	9503 Middletown Mall	 	Fairmont	 	WV	 	26554-2195	 	Ohio	 	Out of State Medicaid-Pharmacy/DME	 	0096615
	BioScrip Infusion Services, Inc. 	 	320 South Flower Street, Suite A	 	Burbank	 	CA	 	91502-2103	 	Oklahoma	 	Out of State Medicaid-Pharmacy	 	200201460B
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Oklahoma	 	Out of State Medicaid-DME	 	

200124570B
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Oklahoma	 	Out of State Medicaid-Pharmacy	 	200124570A
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Oklahoma	 	Out of State Medicaid-Pharmacy	 	100244680A 
	Infusion Partners, LLC	 	661 North Plano Road, Suite 300	 	Richardson	 	TX	 	75081-2960	 	Oklahoma	 	Out of State Medicaid-Pharmacy	 	200520060A
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Oregon	 	Out of State Medicaid-Pharmacy/DME	 	005958
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Pennsylvania	 	Out of State Medicaid-Pharmacy/DME	 	0017297540003
	BioScrip Pharmacy (NY), Inc. 	 	1 Vermont Drive	 	Lake Success	 	NY	 	11042-1128	 	Pennsylvania	 	Out of State Medicaid-Pharmacy/DME	 	1017882010002
	Infusion Partners, LLC	 	4137 Boardman-Canfield Road, Suite LL04	 	Canfield	 	OH	 	44406-8087	 	Pennsylvania	 	Out of State Medicaid-Pharmacy/DME	 	0019637750004


 




    	 	25	 



    EXECUTION VERSION


    

 


 


	Entity	 	Address	 	City	 	ST	 	Zip	 	License State	 	License type	 	License No.
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Pennsylvania	 	Out of State Medicaid-Pharmacy	 	0011938790002
	East Goshen Pharmacy, Inc.	 	1220 Ward Avenue, Suite 250	 	West Chester	 	PA	 	19380-3400	 	Pennsylvania	 	Out of State Medicaid-Pharmacy	 	0008249820005
	BioScrip Infusion Services, LLC	 	9503 Middletown Mall	 	Fairmont	 	WV	 	26554-2195	 	Pennsylvania	 	Out of State Medicaid-Pharmacy	 	0017297540006
	New England Home Therapies, Inc. 	 	337 Turnpike Road      	 	Southborough	 	MA	 	01772-1760	 	Rhode Island	 	Out of State Medicaid-DME	 	1140002
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Rhode Island	 	Out of State Medicaid-Pharmacy	 	BP59514
	HomeChoice Partners, Inc.	 	2848 Washington Road	 	Augusta	 	GA	 	30909-2356	 	South Carolina	 	Out of State Medicaid-DME	 	DE1996
	HomeChoice Partners, Inc.	 	2848 Washington Road	 	Augusta	 	GA	 	30909-2356	 	South Carolina	 	Out of State Medicaid-Pharmacy	 	7G7461
	InfuScience, Inc.	 	2915 Waters Road, Suite 110	 	Eagan	 	MN	 	55121-1562	 	South Dakota	 	Out of State Medicaid-Pharmacy	 	1831265958
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Tennessee	 	Out of State Medicaid-Pharmacy	 	4582473
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Texas	 	Out of State Medicaid-DME	 	2033318-02
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Texas	 	Out of State Medicaid-Supplies	 	2033318-04
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Texas	 	Out of State Medicaid-DME	 	1886343-01
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Utah	 	Out of State Medicaid-Mail Order Pharmacy	 	341633456001 
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Vermont	 	Out of State Medicaid-Pharmacy/DME	 	1012839
	BioScrip Infusion Services, Inc. 	 	320 South Flower Street, Suite A	 	Burbank	 	CA	 	91502-2103	 	Washington	 	Out of State Medicaid-Pharmacy	 	7331721
	BioScrip Infusion Services, Inc. 	 	199 Technology Drive, Suites 140 & 150	 	Irvine	 	CA	 	92618-2451	 	Washington	 	Out of State Medicaid-Pharmacy/DME	 	2043891
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Washington	 	Out of State Medicaid-Pharmacy/DME	 	1295738409
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Washington	 	Out of State Medicaid-Pharmacy	 	1044975
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Washington	 	Out of State Medicaid-Pharmacy	 	6019590
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	West Virginia	 	Out of State Medicaid-DME	 	8509007000
	Option Health, Ltd.	 	321 West Lake Street, Suite G	 	Elmhurst	 	IL	 	60126-1539	 	Wisconsin	 	Out of State Medicaid-Pharmacy	 	1154678829
	Option Health, Ltd.	 	985 Avenue of the Cities, Suite 105	 	Silvis	 	IL	 	61282-7001	 	Wisconsin	 	Out of State Medicaid-Pharmacy	 	1104845106
	InfuScience, Inc.	 	2915 Waters Road, Suite 110	 	Eagan	 	MN	 	55121-1562	 	Wisconsin	 	Out of State Medicaid-Pharmacy	 	36228700
	InfuScience, Inc.	 	2915 Waters Road, Suite 110	 	Eagan	 	MN	 	55121-1562	 	Wisconsin	 	Out of State Medicaid-DME	 	

41582400
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	Wisconsin	 	Out of State Medicaid-Pharmacy	 	1000050130
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Wisconsin	 	Out of State Medicaid-Pharmacy	 	33292400
	HomeChoice Partners, Inc.	 	2100 Riverchase Center, Suite 314	 	Birmingham	 	AL	 	35244-1855	 	Alabama	 	Instate Medicaid-Pharmacy/DME	 	1033426333


 




    	 	26	 



    EXECUTION VERSION


    

 


 


	Entity	 	Address	 	City	 	ST	 	Zip	 	License State	 	License Type	 	License No.
	BioScrip Infusion Services, Inc. 	 	320 South Flower Street, Suite A	 	Burbank	 	CA	 	91502-2103	 	California	 	Instate Medicaid-Pharmacy/DME	 	PHA462380
	BioScrip Infusion Services, Inc. 	 	199 Technology Drive, Suites 140 & 150	 	Irvine	 	CA	 	92618-2451	 	California	 	Instate Medicaid-Pharmacy/DME	 	1619315744
	BioScrip Infusion Services, Inc. 	 	840 South Rochester Avenue, Unit A	 	Ontario	 	CA	 	91761-8172	 	California	 	Instate Medicaid-Pharmacy/DME	 	1780022814
	Professional Home Care Services, Inc. 	 	104 Sebethe Drive	 	Cromwell	 	CT	 	06416-1094	 	Connecticut	 	Instate Medicaid-Pharmacy	 	004245636
	Professional Home Care Services, Inc. 	 	106 Sebethe Drive	 	Cromwell	 	CT	 	06416-1094	 	Connecticut	 	Instate Medicaid-DME	 	004104957
	Professional Home Care Services, Inc. 	 	104 Sebethe Drive	 	Cromwell	 	CT	 	06416-1094	 	Connecticut	 	Instate Medicaid-DME	 	

500000090
	Professional Home Care Services, Inc. 	 	400 Talcottville Road, Suite 5 	 	Vernon	 	CT	 	06066-7032	 	Connecticut	 	Instate Medicaid-DME	 	4249480
	BioScrip Infusion Services, LLC	 	3986 Boulevard Center Drive, Suite 1	 	Jacksonville	 	FL	 	32207-2819	 	Florida	 	Instate Medicaid-DME	 	8983201
	BioScrip Infusion Services, LLC	 	3986 Boulevard Center Drive, Suite 1	 	Jacksonville	 	FL	 	32207-2819	 	Florida	 	Instate Medicaid-Pharmacy	 	8983200
	Infusion Partners of Melbourne, LLC	 	3040 Venture Lane, Suite 103	 	Melbourne	 	FL	 	32934-8173	 	Florida	 	Instate Medicaid-DME	 	

000557801
	Infusion Partners of Melbourne, LLC	 	3040 Venture Lane, Suite 103	 	Melbourne	 	FL	 	32934-8173	 	Florida	 	Instate Medicaid-Pharmacy	 	557800
	BioScrip Infusion Services, LLC 	 	5505 Johns Road, Suite 700	 	Tampa	 	FL	 	33634-4307	 	Florida	 	Instate Medicaid-Pharmacy	 	3329600
	BioScrip Infusion Services, LLC 	 	5505 Johns Road, Suite 700	 	Tampa	 	FL	 	33634-4307	 	Florida	 	Instate Medicaid-DME	 	

003329601
	HomeChoice Partners, Inc.	 	2206 Dawson Road, Suite B	 	Albany	 	GA	 	31707-3212	 	Georgia	 	Instate Medicaid-DME	 	095255222B
	HomeChoice Partners, Inc.	 	2206 Dawson Road, Suite B	 	Albany	 	GA	 	31707-3212	 	Georgia	 	Instate Medicaid-Pharmacy	 	003139426A
	HomeChoice Partners, Inc.	 	2848 Washington Road	 	Augusta	 	GA	 	30909-2356	 	Georgia	 	Instate Medicaid-Pharmacy	 	999868037E
	HomeChoice Partners, Inc.	 	2848 Washington Road	 	Augusta	 	GA	 	30909-2356	 	Georgia	 	Instate Medicaid-DME	 	999868037C
	Infusion Partners of Brunswick, LLC	 	18 Canal Road Plaza                      	 	Brunswick	 	GA	 	31525-6744	 	Georgia	 	Instate Medicaid-DME	 	000412167A
	Infusion Partners of Brunswick, LLC	 	18 Canal Road Plaza                      	 	Brunswick	 	GA	 	31525-6744	 	Georgia	 	Instate Medicaid-Pharmacy	 	000369927A
	HomeChoice Partners, Inc.	 	5600 Oakbrook Parkway, Suite 170	 	Norcross	 	GA	 	30093-1822	 	Georgia	 	Instate Medicaid-Pharmacy	 	999868037A
	HomeChoice Partners, Inc.	 	5600 Oakbrook Parkway, Suite 170	 	Norcross	 	GA	 	30093-1822	 	Georgia	 	Instate Medicaid-DME	 	999868037B
	InfuScience South Carolina, LLC	 	7001 Chatham Center Drive, Suite 2000	 	Savannah	 	GA	 	31405-1372	 	Georgia	 	Instate Medicaid-Pharmacy	 	003112031A
	InfuScience South Carolina, LLC	 	7001 Chatham Center Drive, Suite 2000	 	Savannah	 	GA	 	31405-1372	 	Georgia	 	Instate Medicaid-DME	 	003112031B
	Option Health, Ltd.	 	321 West Lake Street, Suite G	 	Elmhurst	 	IL	 	60126-1539	 	Illinois	 	Instate Medicaid-Pharmacy/DME	 	421436658005
	Option Health, Ltd.	 	985 Avenue of the Cities, Suite 105	 	Silvis	 	IL	 	61282-7001	 	Illinois	 	Instate Medicaid-Pharmacy/DME	 	

421436658003
	Scott-Wilson, Inc.	 	2380 Fortune Drive, Suite 130	 	Lexington	 	KY	 	40509-4287	 	Kentucky	 	Instate Medicaid-DME	 	7100172190
	Scott-Wilson, Inc.	 	2380 Fortune Drive, Suite 130	 	Lexington	 	KY	 	40509-4287	 	Kentucky	 	Instate Medicaid-Pharmacy	 	7100172170


 




    	 	27	 



    EXECUTION VERSION


    

 


 


	Entity	 	Address	 	City	 	ST	 	Zip	 	License State	 	License Type	 	License No.
	New England Home Therapies, Inc. 	 	49 Omni Circle	 	Auburn   	 	ME	 	04210-8310	 	Maine	 	Instate Medicaid-Pharmacy/DME	 	155280000
	HomeChoice Partners, Inc.	 	9140 Guilford Road, Suite C	 	Columbia	 	MD	 	21046-2591	 	Maryland	 	Instate Medicaid-Pharmacy	 	532123900
	HomeChoice Partners, Inc.	 	9140 Guilford Road, Suite C	 	Columbia	 	MD	 	21046-2591	 	Maryland	 	Instate Medicaid-DME	 	

442809900
	New England Home Therapies, Inc. 	 	337 Turnpike Road      	 	Southborough	 	MA	 	01772-1760	 	Massachusetts	 	Instate Medicaid-Pharmacy	 	110020593C
	InfuScience, Inc.	 	2915 Waters Road, Suite 110	 	Eagan	 	MN	 	55121-1562	 	Minnesota	 	Instate Medicaid-Pharmacy	 	1831265958
	InfuScience, Inc.	 	2915 Waters Road, Suite 110	 	Eagan	 	MN	 	55121-1562	 	Minnesota	 	Instate Medicaid-DME	 	392485000
	Infusion Partners, LLC	 	187 Country Place Parkway Suite C	 	Pearl	 	MS	 	39208-6676	 	Mississippi	 	Instate Medicaid-DME	 	00330473

00440550
	Infusion Partners, LLC	 	187 Country Place Parkway Suite C	 	Pearl	 	MS	 	39208-6676	 	Mississippi	 	Instate Medicaid-Pharmacy	 	00330473

00440550
	HomeChoice Partners, Inc.	 	528 Trade Center Blvd.	 	Chesterfield	 	MO	 	63005-1253	 	Missouri	 	Instate Medicaid-Pharmacy/DME	 	1518275239
	Infusion Therapy Specialists, Inc.	 	8710 F Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	Nebraska	 	Instate Medicaid-Home Health	 	47073084614
	Infusion Solutions, Inc. 	 	8 Technology Drive	 	Bedford	 	NH	 	03110-6908	 	New Hampshire	 	Instate Medicaid-DME	 	3086608
	Infusion Solutions, Inc. 	 	8 Technology Drive	 	Bedford	 	NH	 	03110-6908	 	New Hampshire	 	Instate Medicaid-Home Health	 	3076684
	Infusion Solutions, Inc. 	 	8 Technology Drive	 	Bedford	 	NH	 	03110-6908	 	New Hampshire	 	Instate Medicaid-Pharmacy	 	3072119
	BioScrip Infusion Services, LLC	 	102 The American Road	 	Morris Plains	 	NJ	 	07950-2443	 	New Jersey	 	Instate Medicaid-DME	 	64149
	BioScrip Pharmacy (NY), Inc. 	 	1 Vermont Drive	 	Lake Success	 	NY	 	11042-1128	 	New Jersey	 	Instate Medicaid-Pharmacy	 	6754201
	BioScrip Pharmacy (NY), Inc. 	 	1 Vermont Drive	 	Lake Success	 	NY	 	11042-1128	 	New York	 	Instate Medicaid-Pharmacy/DME	 	02244640
	HomeChoice Partners, Inc.	 	2700 Breezewood Avenue	 	Fayetteville	 	NC	 	28303-5406	 	North Carolina	 	Instate Medicaid-Pharmacy/DME	 	1306851928
	Infusion Partners, LLC	 	4137 Boardman-Canfield Road, Suite LL04	 	Canfield	 	OH	 	44406-8087	 	Ohio	 	Instate Medicaid-Pharmacy/DME	 	0090007
	Infusion Partners, LLC	 	4623 Wesley Avenue, Suite H 	 	Cincinnati	 	OH	 	45212-2272	 	Ohio	 	Instate Medicaid-Pharmacy/DME	 	0972523
	BioScrip Pharmacy Services, Inc. 	 	2795 Charter Street  	 	Columbus	 	OH	 	43228-4607	 	Ohio	 	Instate Medicaid-Pharmacy/DME	 	0772589
	Infusion Partners, LLC	 	3315 Centennial Road, Suite AA   	 	Sylvania	 	OH	 	43560-9419	 	Ohio	 	Instate Medicaid-Pharmacy/DME	 	2420580
	BioScrip Infusion Services, LLC	 	1000 Meade Street, Suite 104	 	Dunmore	 	PA	 	18512-3195	 	Pennsylvania	 	Instate Medicaid-Pharmacy/DME	 	0017297540005
	HomeChoice Partners, Inc.	 	160 Congress Blvd., Suite D	 	Duncan	 	SC	 	29334-8890	 	South Carolina	 	Instate Medicaid-DME	 	

DE2506
	HomeChoice Partners, Inc.	 	160 Congress Blvd., Suite D	 	Duncan	 	SC	 	29334-8890	 	South Carolina	 	Instate Medicaid-Pharmacy	 	710466
	InfuScience South Carolina, LLC	 	462 Wando Park Blvd., Suite A	 	Mount Pleasant	 	SC	 	29464-7906	 	South Carolina	 	Instate Medicaid-Pharmacy	 	711044
	InfuScience South Carolina, LLC	 	462 Wando Park Blvd., Suite A	 	Mount Pleasant	 	SC	 	29464-7906	 	South Carolina	 	Instate Medicaid-DME	 	

DE3308
	Infusion Partners, LLC	 	42 Volunteer Blvd, Suite B	 	Jackson	 	TN	 	38305-5426	 	Tennessee	 	Instate Medicaid-Pharmacy/DME	 	1454898


 




    	 	28	 



    EXECUTION VERSION


    

 


 


	Entity	 	Address	 	City	 	ST	 	Zip	 	License State	 	License Type	 	License No.
	Infusion Partners, LLC	 	42 Volunteer Blvd, Suite B	 	Jackson	 	TN	 	38305-5426	 	Tennessee	 	Instate Medicaid-Pharmacy/DME	 	1454898
	Knoxville Home Therapies, LLC	 	3201 Henson Road, Suite 101  	 	Knoxville	 	TN	 	37921-5346	 	Tennessee	 	Instate Medicaid-Pharmacy/DME	 	1452160
	Knoxville Home Therapies, LLC	 	3201 Henson Road, Suite 101  	 	Knoxville	 	TN	 	37921-5346	 	Tennessee	 	Instate Medicaid-Pharmacy/DME	 	1452160
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	Tennessee	 	Instate Medicaid-Pharmacy/DME	 	1454226
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	Tennessee	 	Instate Medicaid-Pharmacy/DME	 	1454226
	Infusion Partners, LLC	 	5446 West Highway 290, Suite 203	 	Austin	 	TX	 	78735-8830	 	Texas	 	Instate Medicaid-Vendor Drug Program	 	321007
	Infusion Partners, LLC	 	5446 West Highway 290, Suite 203	 	Austin	 	TX	 	78735-8830	 	Texas	 	Instate Medicaid - Home Health DME	 	3315376-02
	Infusion Partners, LLC	 	5446 West Highway 290, Suite 203	 	Austin	 	TX	 	78735-8830	 	Texas	 	Instate Medicaid-Medical Supplier DME/Hyperalimentation	 	3315376-01
	Applied Health Care, LLC	 	9360 Kirby Drive, Suite 100	 	Houston	 	TX	 	77054-2515	 	Texas	 	Instate Medicaid - Home Health DME	 	0106361-02
	Applied Health Care, LLC	 	9360 Kirby Drive, Suite 100	 	Houston	 	TX	 	77054-2515	 	Texas	 	Instate Medicaid-Medical Supplier DME/Hyperalimentation	 	0106361-01
	Applied Health Care, LLC	 	9360 Kirby Drive, Suite 100	 	Houston	 	TX	 	77054-2515	 	Texas	 	Instate Medicaid-Vendor Drug Program	 	321009
	Infusion Partners, LLC	 	661 North Plano Road, Suite 300	 	Richardson	 	TX	 	75081-2960	 	Texas	 	Instate Medicaid-CSHCN/Medical Supply Company/In Home Hyperalimentation	 	1741258-06
	Infusion Partners, LLC	 	661 North Plano Road, Suite 300	 	Richardson	 	TX	 	75081-2960	 	Texas	 	Instate Medicaid-Medical Supplier DME/Hyperalimentation	 	1741258-03
	Infusion Partners, LLC	 	661 North Plano Road, Suite 300	 	Richardson	 	TX	 	75081-2960	 	Texas	 	Instate Medicaid-CSHCN/Medical Supplier/DME/In Home Hyperalimentation	 	1741258-05
	Infusion Partners, LLC	 	661 North Plano Road, Suite 300	 	Richardson	 	TX	 	75081-2960	 	Texas	 	Instate Medicaid-Vendor Drug Program	 	321008
	Infusion Partners, LLC	 	661 North Plano Road, Suite 300	 	Richardson	 	TX	 	75081-2960	 	Texas	 	Instate Medicaid-Pharmacy/DME	 	1741258-01
	Wilcox Medical, Inc.	 	219 Woodstock Avenue., Suite A	 	Rutland	 	VT	 	05701-3317	 	Vermont	 	Instate Medicaid-DME	 	

1008328
	Wilcox Medical, Inc.	 	219 Woodstock Avenue., Suite A	 	Rutland	 	VT	 	05701-3317	 	Vermont	 	Instate Medicaid-Pharmacy	 	1004914
	HomeChoice Partners, Inc.	 	305 Ashcake Road, Suite G	 	Ashland	 	VA	 	23005-2301	 	Virginia	 	Instate Medicaid-Pharmacy/DME	 	1114099488
	InfuScience, Inc.	 	4115 Pleasant Valley Road, Suite 700	 	Chantilly	 	VA	 	20151-1220	 	Virginia	 	Instate Medicaid-Pharmacy/DME	 	1558439745
	InfuScience, Inc.	 	10300 Eaton Place, Suite 170	 	Fairfax	 	VA	 	22030-2231	 	Virginia	 	Instate Medicaid-Pharmacy	 	1801249842
	HomeChoice Partners, Inc.	 	5365 Robin Hood Road, Suite 200	 	Norfolk	 	VA	 	23513-2416	 	Virginia	 	Instate Medicaid-Pharmacy/DME	 	1699854950
	HomeChoice Partners, Inc.	 	8701 Park Central Drive, Suite 600	 	Richmond	 	VA	 	23227-1152	 	Virginia	 	Instate Medicaid-Pharmacy	 	1255784294
	HomeChoice Partners, Inc.	 	7400 Sunnybrook Drive, Suite 1	 	Roanoke	 	VA	 	24019-4258	 	Virginia	 	Instate Medicaid-Pharmacy/DME	 	1083793350
	BioScrip Infusion Services, LLC	 	4401 MacCorkle Avenue SE	 	Charleston	 	WV	 	25304-2505	 	West Virginia	 	Instate Medicaid-Pharmacy/DME	 	3910000462


 




    	 	29	 



    EXECUTION VERSION


    

  


	Entity	 	Address	 	City	 	ST	 	Zip	 	License State	 	License Type	 	License No.
	BioScrip Infusion Services, LLC	 	9503 Middletown Mall	 	Fairmont	 	WV	 	26554-2195	 	West Virginia	 	Instate Medicaid-Pharmacy/DME	 	3910000451


 


Medicare


 


	LEGAL NAME	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LICENSE NUMBER
	HomeChoice Partners, Inc.	 	2100 Riverchase Center, Suite 314	 	Birmingham	 	AL	 	35244-1855	 	1139120013
	BioScrip Infusion Services, Inc. 	 	320 South Flower Street, Suite A	 	Burbank	 	CA	 	91502-2103	 	4694570001
	BioScrip Infusion Services, Inc. 	 	199 Technology Drive, Suites 140 & 150	 	Irvine	 	CA	 	92618-2451	 	4694570003
	BioScrip Infusion Services, Inc. 	 	840 South Rochester Avenue, Unit A	 	Ontario	 	CA	 	91761-8172	 	4694570005
	Professional Home Care Services, Inc. 	 	104 Sebethe Drive	 	Cromwell	 	CT	 	06416-1094	 	0245180001
	Professional Home Care Services, Inc. 	 	106 Sebethe Drive	 	Cromwell	 	CT	 	06416-1094	 	0245180002
	Professional Home Care Services, Inc. 	 	400 Talcottville Road, Suite 5 	 	Vernon	 	CT	 	06066-7032	 	0245180003
	BioScrip Infusion Services, LLC	 	3986 Boulevard Center Drive, Suite 1	 	Jacksonville	 	FL	 	32207-2819	 	1135470009
	Infusion Partners of Melbourne, LLC	 	3040 Venture Lane, Suite 103	 	Melbourne	 	FL	 	32934-8173	 	0521540001
	BioScrip Infusion Services, LLC 	 	5505 Johns Road, Suite 700	 	Tampa	 	FL	 	33634-4307	 	1135470004
	HomeChoice Partners, Inc.	 	2206 Dawson Road, Suite B	 	Albany	 	GA	 	31707-3212	 	1139120016
	HomeChoice Partners, Inc.	 	2848 Washington Road	 	Augusta	 	GA	 	30909-2356	 	1139120004
	Infusion Partners of Brunswick, LLC	 	18 Canal Road Plaza	 	Brunswick	 	GA	 	31525-6744	 	0226450001
	HomeChoice Partners, Inc.	 	5600 Oakbrook Parkway, Suite 170	 	Norcross	 	GA	 	30093-1822	 	1139120006
	InfuScience South Carolina, LLC	 	7001 Chatham Center Drive, Suite 2000	 	Savannah	 	GA	 	31405-1372	 	6462880002
	Option Health, Ltd.	 	321 West Lake Street, Suite G	 	Elmhurst	 	IL	 	60126-1539	 	1005220002
	Option Health, Ltd.	 	985 Avenue of the Cities, Suite 105	 	Silvis	 	IL	 	61282-7001	 	1005220001
	Scott-Wilson, Inc.	 	2380 Fortune Drive, Suite 130	 	Lexington	 	KY	 	40509-4287	 	0158650001
	Infusion Partners, LLC	 	5225 O'Donovan Drive, Suite 101	 	Baton Rouge	 	LA	 	70808-7203	 	0809470019
	Infusion Partners, LLC	 	4621 West Napoleon Avenue, Suite 200	 	Metairie	 	LA	 	70001-2490	 	0809470005
	Infusion Partners, LLC	 	1796 East Bert Kouns Industrial Loop	 	Shreveport	 	LA	 	71105-5560	 	0809470023
	New England Home Therapies, Inc.	 	780 Dedham Street, Suite 300	 	Canton	 	MA	 	02021-1420	 	3881140007
	New England Home Therapies, Inc. 	 	337 Turnpike Road      	 	Southborough	 	MA	 	01772-1760	 	3881140002
	HomeChoice Partners, Inc.	 	9140 Guilford Road, Suite C	 	Columbia	 	MD	 	21046-2591	 	1139120011


 




    	 	30	 



    EXECUTION VERSION


    

 






  


	LEGAL
    NAME	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LICENSE
    NUMBER
	New England
    Home Therapies, Inc. 	 	49 Omni
    Circle	 	Auburn   	 	ME	 	04210-8310	 	3881140005
	InfuScience,
    Inc.	 	2915 Waters
    Road, Suite 110	 	Eagan	 	MN	 	55121-1562	 	5835520001
	HomeChoice
    Partners, Inc.	 	528 Trade
    Center Blvd.	 	Chesterfield	 	MO	 	63005-1253	 	1139120015
	Infusion
    Partners, LLC	 	187 Country
    Place Parkway Suite C	 	Pearl	 	MS	 	39208-6676	 	0809470002
	HomeChoice
    Partners, Inc.	 	2201 Crown
    Point Executive Drive, Suite C	 	Charlotte	 	NC	 	28227-7808	 	pending
	HomeChoice
    Partners, Inc.	 	2700 Breezewood
    Avenue	 	Fayetteville	 	NC	 	28303-5406	 	1139120007
	Infusion
    Therapy Specialists, Inc.	 	8710 F
    Street, Suite 118	 	Omaha	 	NE	 	68127-1532	 	0343450001
	Infusion
    Solutions, Inc. 	 	8 Technology
    Drive	 	Bedford	 	NH	 	03110-6908	 	0252430001
	East Goshen
    Pharmacy, Inc.	 	3 Regent
    Street, Suite 306	 	Livingston	 	NJ	 	07039-1638	 	pending
	BioScrip
    Infusion Services, LLC	 	102 The
    American Road	 	Morris
    Plains	 	NJ	 	07950-2443	 	1135470001
	East Goshen
    Pharmacy, Inc.	 	830 Broadway	 	Norwood	 	NJ	 	07648-1600	 	pending
	East Goshen
    Pharmacy, Inc.	 	215 Shore
    Road	 	Somers
    Point	 	NJ	 	08244-2631	 	0271780002
	BioScrip
    Pharmacy (NY), Inc. 	 	1 Vermont
    Drive	 	Lake Success	 	NY	 	11042-1128	 	0587370001
	Infusion
    Partners, LLC	 	4137 Boardman-Canfield
    Road, Suite LL04	 	Canfield	 	OH	 	44406-8087	 	0809470020
	Infusion
    Partners, LLC	 	4623 Wesley
    Avenue, Suite H 	 	Cincinnati	 	OH	 	45212-2272	 	0809470001
	BioScrip
    Pharmacy Services, Inc. 	 	2795 Charter
    Street  	 	Columbus	 	OH	 	43228-4607	 	0666650001
	Infusion
    Partners, LLC	 	3315 Centennial
    Road, Suite AA   	 	Sylvania	 	OH	 	43560-9419	 	0809470014
	BioScrip
    Infusion Services, LLC	 	1000 Meade
    Street, Suite 104	 	Dunmore	 	PA	 	18512-3195	 	1135470008
	East Goshen
    Pharmacy, Inc.	 	2 Walnut
    Grove Drive, Suite 140	 	Horsham	 	PA	 	19044-7703	 	0271780004
	East Goshen
    Pharmacy, Inc.	 	1220 Ward
    Avenue, Suite 250	 	West Chester	 	PA	 	19380-3400	 	0271780001
	East Goshen
    Pharmacy, Inc.	 	3419 Concord
    Road	 	York	 	PA	 	17402-9001	 	0271780003
	New England
    Home Therapies, Inc.	 	410 Harris
    Road	 	Smithfield	 	RI	 	02917-1301	 	3881140006
	HomeChoice
    Partners, Inc.	 	160 Congress
    Blvd., Suite D	 	Duncan	 	SC	 	29334-8890	 	1139120005
	InfuScience
    South Carolina, LLC	 	462 Wando
    Park Blvd., Suite A	 	Mount
    Pleasant	 	SC	 	29464-7906	 	6462880001
	Infusion
    Partners, LLC	 	42 Volunteer
    Blvd, Suite B	 	Jackson	 	TN	 	38305-5426	 	0809470017
	Infusion
    Partners, LLC	 	42 Volunteer
    Blvd, Suite B	 	Jackson	 	TN	 	38305-5426	 	0809470017
	Knoxville
    Home Therapies, LLC	 	3201 Henson
    Road, Suite 101  	 	Knoxville	 	TN	 	37921-5346	 	1059120001


 




    	 	31	 



    EXECUTION VERSION


    

 


	LEGAL NAME	 	ADDRESS	 	CITY	 	ST	 	ZIP	 	LICENSE NUMBER
	Knoxville Home Therapies, LLC	 	3201 Henson Road, Suite 101  	 	Knoxville	 	TN	 	37921-5346	 	1059120001
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	0809470008
	Infusion Partners, LLC	 	1680 Century Center Parkway, Suite 9	 	Memphis	 	TN	 	38134-8827	 	0809470008
	Infusion Partners, LLC	 	5446 West Highway 290, Suite 203	 	Austin	 	TX	 	78735-8830	 	0809470022
	Applied Health Care, LLC	 	9360 Kirby Drive, Suite 100	 	Houston	 	TX	 	77054-2515	 	0403220001
	Infusion Partners, LLC	 	661 North Plano Road, Suite 300	 	Richardson	 	TX	 	75081-2960	 	0809470016
	HomeChoice Partners, Inc.	 	305 Ashcake Road, Suite G	 	Ashland	 	VA	 	23005-2301	 	1139120002
	InfuScience, Inc.	 	4115 Pleasant Valley Road, Suite 700	 	Chantilly	 	VA	 	20151-1220	 	5835520002
	InfuScience, Inc.	 	10300 Eaton Place, Suite 170	 	Fairfax	 	VA	 	22030-2231	 	pending
	HomeChoice Partners, Inc.	 	5365 Robin Hood Road, Suite 200	 	Norfolk	 	VA	 	23513-2416	 	1139120001
	HomeChoice Partners, Inc.	 	8701 Park Central Drive, Suite 600	 	Richmond	 	VA	 	23227-1152	 	1139120017
	HomeChoice Partners, Inc.	 	7400 Sunnybrook Drive, Suite 1	 	Roanoke	 	VA	 	24019-4258	 	1139120003
	Wilcox Medical, Inc.	 	217 Woodstock Avenue., Suite B	 	Rutland	 	VT	 	05701-3317	 	0290770001
	BioScrip Infusion Services, LLC	 	4401 MacCorkle Avenue SE	 	Charleston	 	WV	 	25304-2505	 	1135470007
	BioScrip Infusion Services, LLC	 	9503 Middletown Mall	 	Fairmont	 	WV	 	26554-2195	 	1135470006


 


Third Party Payor Arrangements over $500,000 in 2016


 


UNITED HEALTH GROUP


MEDICARE


WELLPOINT


AETNA


CareCentrix


Medicaid CT


Humana


EXPRESS SCRIPTS


CareMark


BCBS Louisiana


MEDI-CAL


PrimeCare Medical Network (CA)


Healthnet


WELLCARE


Hospital


HHA/Hospice


Not Matched


HIP


 




    	 	32	 



    EXECUTION VERSION


    

 


Highmark


VA - VETERANS ADMINISTRATION


BCBS TN


Medicaid MA


Other - Misc.


HCSC


Patient


Harvard Pilgrim


BCBS MA


NEIGHBORHOOD HEALTH PLAN


BCBS SC


CareFirst BCBS Maryland


Navitus


Medicaid WV


AmeriHealth Caritas


Medicaid FL


Centene


HORIZON


BCBS California


Healthspring


BCBS MS


Medicaid TX


Peoples Health Network


BCBS MN


Tricare for Life


Independence Blue Cross


Tufts


Medicaid GA


Medical Mutual


CareSource


Sentara HealthCare


BCBS NE


South Carolina Medicaid


Louisianna Healthcare Connections


BCBS RI


BCBS ALABAMA


HEALTH FIRST HEALTH PLAN


PEIA West Virginia


Medicaid VT


Other - Drug


EnvisionRx


MEDIMPACT


Medicaid LA


HEALTH PARTNERS


MEDICAID VIRGINIA


BCBS VT



 




    	 	33	 



    EXECUTION VERSION


    

 


Geisinger Health System


Fidelis Care New York


Medicaid OH


Molina


Maine Medicaid


North Carolina Medicaid


Medicaid MS


Health Plan of the Upper Ohio Valley


PRIME THERAPEUTICS


HealthCare Partners (CA)


ARGUS


Medicaid MO


BCBS NC


Northcoast


LA Care


Catamaran


 


Licenses


 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	HomeChoice Partners, Inc.	 	Alabama	 	State Controlled Substance Permit	 	113449-CS
	HomeChoice Partners, Inc.	 	Alabama	 	State Pharmacy Permit	 	113449
	BioScrip Infusion Services, LLC	 	Alabama	 	Non-Resident Controlled Substance Registration	 	112074-CS
	BioScrip Infusion Services, LLC	 	Alabama	 	Non-Resident Pharmacy Permit	 	112074
	BioScrip Pharmacy Services, Inc. 	 	Alabama	 	Non-Resident Wholesale/Distributor License	 	193999
	BioScrip Pharmacy Services, Inc. 	 	Alabama	 	Non-Resident Pharmacy Permit	 	112016
	BioScrip Pharmacy Services, Inc. 	 	Alabama	 	Non-Resident Controlled Substance Registration	 	112016-CS
	BioScrip Infusion Services, Inc. 	 	Alaska	 	Non-Resident Pharmacy Permit	 	PHA0881
	BioScrip Infusion Services, LLC	 	Alaska	 	Non-Resident Pharmacy Permit	 	PHAO832
	BioScrip Pharmacy Services, Inc. 	 	Alaska	 	Non-Resident Pharmacy Permit	 	PHAO699
	BioScrip Pharmacy Services, Inc. 	 	Alaska	 	Non-Resident Wholesale/Distributor License	 	945925
	BioScrip Infusion Services, Inc. 	 	Arizona	 	Non-Resident Pharmacy Permit	 	Y004758
	BioScrip Infusion Services, Inc. 	 	Arizona	 	Non-Resident Pharmacy Permit	 	Y005786
	Option Health, Ltd.	 	Arizona	 	Non-Resident Pharmacy Permit	 	Y006760
	InfuScience, Inc.	 	Arizona	 	Non-Resident Pharmacy Permit	 	Y006763
	BioScrip Infusion Services, LLC	 	Arizona	 	Non-Resident Pharmacy Permit	 	Y005787
	BioScrip Pharmacy Services, Inc. 	 	Arizona	 	Non-Resident Pharmacy Permit	 	Y004112
	BioScrip Pharmacy Services, Inc. 	 	Arizona	 	Non-Resident Wholesale/Distributor License	 	W001886
	BioScrip Infusion Services, Inc. 	 	Arkansas	 	Non-Resident Pharmacy Permit	 	OS02320
	Infusion Partners, LLC	 	Arkansas	 	Non-Resident Pharmacy Permit	 	OS02542
	BioScrip Infusion Services, LLC	 	Arkansas	 	Non-Resident Pharmacy Permit	 	OS02472
	BioScrip Pharmacy Services, Inc. 	 	Arkansas	 	Non-Resident Pharmacy Permit	 	OS01313
	BioScrip Pharmacy Services, Inc. 	 	Arkansas	 	Non-Resident Wholesale/Distributor License	 	WD03820
	Infusion Partners, LLC	 	Arkansas	 	Non-Resident Pharmacy Permit	 	OS01577
	BioScrip Infusion Services, Inc. 	 	California	 	Sterile Compounding Permit	 	LSC 100243
	BioScrip Infusion Services, Inc. 	 	California	 	State Pharmacy Permit	 	PHY 47600
	BioScrip Infusion Services, Inc. 	 	California	 	State Pharmacy Permit	 	PHY 51504


 




    	 	34	 



    EXECUTION VERSION


    

 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	BioScrip Infusion Services, Inc. 	 	California	 	Sterile Compounding Permit	 	LSC 100426
	BioScrip Infusion Services, Inc. 	 	California	 	State Pharmacy Permit	 	PHY 51674
	BioScrip Infusion Services, Inc. 	 	California	 	Sterile Compounding Permit	 	LSC 100425
	BioScrip Infusion Services, LLC	 	California	 	Non-Resident Sterile Compounding Permit	 	NSC 100526
	BioScrip Infusion Services, LLC	 	California	 	Non-Resident Pharmacy Permit	 	NRP 485
	BioScrip Pharmacy Services, Inc. 	 	California	 	Non-Resident Sterile Compounding Permit	 	NSC 99853
	BioScrip Pharmacy Services, Inc. 	 	California	 	Non-Resident Pharmacy Permit	 	NRP 432
	BioScrip Pharmacy Services, Inc. 	 	California	 	Non-Resident Wholesale/Distributor License	 	OSD 5725
	BioScrip Infusion Services, Inc. 	 	Colorado	 	Non-Resident Pharmacy Permit	 	OSP.0005770
	InfuScience, Inc.	 	Colorado	 	Non-Resident Pharmacy Permit	 	OSP.0006102
	BioScrip Infusion Services, LLC	 	Colorado	 	Non-Resident Pharmacy Permit	 	OSP.0005334
	BioScrip Pharmacy Services, Inc. 	 	Colorado	 	Non-Resident Wholesale/Distributor License	 	WHO.0007762
	BioScrip Pharmacy Services, Inc. 	 	Colorado	 	Non-Resident Pharmacy Permit	 	OSP.0005091
	BioScrip Infusion Services, Inc. 	 	Connecticut	 	Non-Resident Pharmacy Permit	 	PCN.0000972
	Professional Home Care Services, Inc. 	 	Connecticut	 	State Wholesale /Distributor Permit	 	CSW.0000666
	Professional Home Care Services, Inc. 	 	Connecticut	 	State Pharmacy Permit	 	PCY.0001879
	Professional Home Care Services, Inc. 	 	Connecticut	 	State Wholesale /Distributor Permit	 	CSW.0003387
	New England Home Therapies, Inc.	 	Connecticut	 	Non-Resident Pharmacy Permit	 	Pending
	New England Home Therapies, Inc. 	 	Connecticut	 	Non-Resident Wholesale/Distributor License	 	CSW.0003542
	East Goshen Pharmacy, Inc.	 	Connecticut	 	Non-Resident Pharmacy Permit	 	Pending
	BioScrip Infusion Services, LLC	 	Connecticut	 	Non-Resident Pharmacy Permit	 	PCN.0000351
	BioScrip Pharmacy (NY), Inc. 	 	Connecticut	 	Non-Resident Pharmacy Permit	 	PCN.0000299
	BioScrip Pharmacy Services, Inc. 	 	Connecticut	 	Non-Resident Wholesale/Distributor License	 	CSW.0002443
	BioScrip Pharmacy Services, Inc. 	 	Connecticut	 	Non-Resident Pharmacy Permit	 	PCN.0000326
	New England Home Therapies, Inc.	 	Connecticut	 	Non-Resident Pharmacy Permit	 	PCN.0000188
	BioScrip Infusion Services, Inc. 	 	Delaware	 	Non-Resident Controlled Substance Registration	 	PH-0006692
	BioScrip Infusion Services, Inc. 	 	Delaware	 	Non-Resident Pharmacy Permit	 	A9-0000844
	HomeChoice Partners, Inc.	 	Delaware	 	Non-Resident Controlled Substance Registration	 	PH-0009200
	HomeChoice Partners, Inc.	 	Delaware	 	Non-Resident Pharmacy Permit	 	A9-0001228
	BioScrip Infusion Services, LLC	 	Delaware	 	Non-Resident Pharmacy Permit	 	A9-0000383
	East Goshen Pharmacy, Inc.	 	Delaware	 	Non-Resident Pharmacy Permit	 	A9-0001893
	BioScrip Pharmacy Services, Inc. 	 	Delaware	 	Non-Resident Controlled Substance Wholesale/Distributor License	 	DM-0007663
	BioScrip Pharmacy Services, Inc. 	 	Delaware	 	Non-Resident Controlled Substance Registration	 	PH0323
	BioScrip Pharmacy Services, Inc. 	 	Delaware	 	Non-Resident Wholesale/Distributor License	 	A4-0001720
	BioScrip Pharmacy Services, Inc. 	 	Delaware	 	Non-Resident Pharmacy Permit	 	A9-0000046
	East Goshen Pharmacy, Inc.	 	Delaware	 	Non-Resident Pharmacy Permit	 	A9-0001914
	East Goshen Pharmacy, Inc.	 	Delaware	 	Non-Resident Controlled Substance Registration	 	PH-0011846
	East Goshen Pharmacy, Inc.	 	Delaware	 	Non-Resident Controlled Substance Registration	 	PH-0007352
	East Goshen Pharmacy, Inc.	 	Delaware	 	Non-Resident Pharmacy Permit	 	A9-0000919
	HomeChoice Partners, Inc.	 	District of Columbia	 	Non-Resident Pharmacy Permit	 	NRX0000254


 




    	 	35	 



    EXECUTION VERSION


    

 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	HomeChoice Partners, Inc.	 	District of Columbia	 	Non-Resident Controlled Substance Registration	 	NCP0000114
	BioScrip Infusion Services, LLC	 	District of Columbia	 	Non-Resident Pharmacy Permit	 	NRX1000181 
	BioScrip Infusion Services, LLC	 	District of Columbia	 	Non-Resident Controlled Substance Registration	 	NCP1000085
	BioScrip Pharmacy Services, Inc. 	 	District of Columbia	 	Non-Resident Pharmacy Permit	 	NRX0000245
	BioScrip Pharmacy Services, Inc. 	 	District of Columbia	 	Non-Resident Controlled Substance Registration	 	NCP0000336
	BioScrip Pharmacy Services, Inc. 	 	District of Columbia	 	Non-Resident Pharmacy Permit	 	DM1001161
	BioScrip Pharmacy Services, Inc. 	 	District of Columbia	 	Non-Resident Controlled Substance Registration	 	CF1000815
	East Goshen Pharmacy, Inc.	 	District of Columbia	 	Non-Resident Pharmacy Permit	 	NRX1000210
	East Goshen Pharmacy, Inc.	 	District of Columbia	 	Non-Resident Controlled Substance Registration	 	NCP1000092
	East Goshen Pharmacy, Inc.	 	District of Columbia	 	Non-Resident Pharmacy Permit	 	NRX0001070
	East Goshen Pharmacy, Inc.	 	District of Columbia	 	Non-Resident Controlled Substance Registration	 	pending
	InfuScience, Inc.	 	District of Columbia	 	Non-Resident Pharmacy Permit	 	NRX1000170
	InfuScience, Inc.	 	District of Columbia	 	Non-Resident Controlled Substance Registration	 	NCP1100163
	InfuScience, Inc.	 	District of Columbia	 	Non-Resident Pharmacy Permit	 	NRX0001071
	HomeChoice Partners, Inc.	 	District of Columbia	 	Non-Resident Pharmacy Permit	 	NRX0000255
	BioScrip Infusion Services, Inc. 	 	Florida	 	Non-Resident Sterile Compounding Permit	 	NSC 99
	BioScrip Infusion Services, Inc. 	 	Florida	 	Non-Resident Pharmacy Permit	 	PH23650
	BioScrip Infusion Services, LLC	 	Florida	 	State Pharmacy Permit	 	PH27600
	BioScrip Infusion Services, LLC	 	Florida	 	Sterile Compounding Permit	 	PH27796
	Infusion Partners of Melbourne, LLC	 	Florida	 	State Pharmacy Permit	 	PH12391
	Infusion Partners of Melbourne, LLC	 	Florida	 	Sterile Compounding Permit	 	PH27590
	BioScrip Infusion Services, LLC 	 	Florida	 	State Pharmacy Permit	 	PH25565
	BioScrip Infusion Services, LLC 	 	Florida	 	Sterile Compounding Permit	 	PH27591
	HomeChoice Partners, Inc.	 	Florida	 	Non-Resident Sterile Compounding Permit	 	NSC144
	HomeChoice Partners, Inc.	 	Florida	 	Non-Resident Pharmacy Permit	 	PH27204
	Infusion Partners of Brunswick, LLC	 	Florida	 	Non-Resident Pharmacy Permit	 	PH24495
	Infusion Partners of Brunswick, LLC	 	Florida	 	Non-Resident Sterile Compounding Permit	 	NSC73
	Option Health, Ltd.	 	Florida	 	Non-Resident Pharmacy Permit	 	PH23424
	InfuScience, Inc.	 	Florida	 	Non-Resident Sterile Compounding Permit	 	NSC107
	InfuScience, Inc.	 	Florida	 	Non-Resident Pharmacy Permit	 	PH25083
	BioScrip Infusion Services, LLC	 	Florida	 	Non-Resident Sterile Compounding Permit	 	NSC14
	BioScrip Infusion Services, LLC	 	Florida	 	Non-Resident Pharmacy Permit	 	PH24375
	East Goshen Pharmacy, Inc.	 	Florida	 	Non-Resident Pharmacy Permit	 	Pending
	BioScrip Pharmacy Services, Inc. 	 	Florida	 	Non-Resident Pharmacy Permit	 	PH12624
	BioScrip Pharmacy Services, Inc. 	 	Florida	 	Non-Resident Sterile Compounding Permit	 	NSC32
	BioScrip Infusion Services, Inc. 	 	Georgia	 	Non-Resident Pharmacy Permit	 	PHNR000544
	BioScrip Infusion Services, LLC	 	Georgia	 	Non-Resident Pharmacy Permit	 	PHNR000494


 




    	 	36	 



    EXECUTION VERSION


    

 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	HomeChoice Partners, Inc.	 	Georgia	 	State Pharmacy Permit	 	PHHH000058
	HomeChoice Partners, Inc.	 	Georgia	 	State Pharmacy Permit	 	PHRE009379
	Infusion Partners of Brunswick, LLC	 	Georgia	 	State Pharmacy Permit	 	PHHH000037
	HomeChoice Partners, Inc.	 	Georgia	 	State Pharmacy Permit	 	PHHH000034
	InfuScience South Carolina, LLC	 	Georgia	 	State Pharmacy Permit	 	PHHH000049
	InfuScience, Inc.	 	Georgia	 	Non-Resident Pharmacy Permit	 	pending
	BioScrip Infusion Services, LLC	 	Georgia	 	Non-Resident Pharmacy Permit	 	PHNR000545
	BioScrip Pharmacy Services, Inc. 	 	Georgia	 	Non-Resident Pharmacy Permit	 	PHNR000504
	HomeChoice Partners, Inc.	 	Georgia	 	Non-Resident Pharmacy Permit	 	PHNR000385
	BioScrip Infusion Services, Inc. 	 	Hawaii	 	Non-Resident Controlled Substance Registration	 	E09159
	BioScrip Infusion Services, Inc. 	 	Hawaii	 	Non-Resident Pharmacy Permit	 	PMP-570
	BioScrip Infusion Services, Inc. 	 	Hawaii	 	Non-Resident Pharmacy Permit	 	PMP 1339
	InfuScience, Inc.	 	Hawaii	 	Non-Resident Pharmacy Permit	 	PMP-832
	BioScrip Infusion Services, LLC	 	Hawaii	 	Non-Resident Controlled Substance Registration	 	E11240
	BioScrip Infusion Services, LLC	 	Hawaii	 	Non-Resident Pharmacy Permit	 	PMP-259
	BioScrip Pharmacy Services, Inc. 	 	Hawaii	 	Non-Resident Controlled Substance Registration	 	E07791
	BioScrip Pharmacy Services, Inc. 	 	Hawaii	 	Non-Resident Pharmacy Permit	 	PMP-49
	BioScrip Infusion Services, Inc. 	 	Idaho	 	Non-Resident Pharmacy Permit	 	2258MS
	BioScrip Infusion Services, Inc. 	 	Idaho	 	Non-Resident Pharmacy Permit	 	pending
	InfuScience, Inc.	 	Idaho	 	Non-Resident Pharmacy Permit	 	43678MS
	BioScrip Infusion Services, LLC	 	Idaho	 	Non-Resident Pharmacy Permit	 	1670MS
	BioScrip Pharmacy Services, Inc. 	 	Idaho	 	Non-Resident Pharmacy Permit	 	1987MS
	BioScrip Infusion Services, Inc. 	 	Illinois	 	Non-Resident Pharmacy Permit	 	054.016534
	BioScrip Infusion Services, Inc. 	 	Illinois	 	Non-Resident Controlled Substance Registration	 	320.009406
	Option Health, Ltd.	 	Illinois	 	State Pharmacy Permit	 	054.018060
	Option Health, Ltd.	 	Illinois	 	State Controlled Substance Permit	 	320.010420
	Option Health, Ltd.	 	Illinois	 	State Controlled Substance Permit	 	320.009566
	Option Health, Ltd.	 	Illinois	 	State Pharmacy Permit	 	054.016698
	InfuScience, Inc.	 	Illinois	 	Non-Resident Pharmacy Permit	 	054.016629
	HomeChoice Partners, Inc.	 	Illinois	 	Non-Resident Pharmacy Permit	 	054.018180
	HomeChoice Partners, Inc.	 	Illinois	 	Non-Resident Controlled Substance Registration	 	320.010520
	BioScrip Infusion Services, LLC	 	Illinois	 	Non-Resident Pharmacy Permit	 	054.014594
	BioScrip Infusion Services, LLC	 	Illinois	 	Non-Resident Controlled Substance Registration	 	320.009204
	BioScrip Pharmacy Services, Inc. 	 	Illinois	 	Non-Resident Pharmacy Permit	 	054.013990
	BioScrip Pharmacy Services, Inc. 	 	Illinois	 	Non-Resident Controlled Substance Registration	 	320.006708
	BioScrip Pharmacy Services, Inc. 	 	Illinois	 	Non-Resident Wholesale/Distributor License	 	004.003138
	BioScrip Infusion Services, Inc. 	 	Indiana	 	Non-Resident Pharmacy Permit	 	64000915A
	Option Health, Ltd.	 	Indiana	 	Non-Resident Pharmacy Permit	 	64001417A
	Scott-Wilson, Inc.	 	Indiana	 	Non-Resident Pharmacy Permit	 	64001082A
	InfuScience, Inc.	 	Indiana	 	Non-Resident Pharmacy Permit	 	64001319A
	Infusion Therapy Specialists, Inc.	 	Indiana	 	Non-Resident Pharmacy Permit	 	64001179A
	BioScrip Infusion Services, LLC	 	Indiana	 	Non-Resident Pharmacy Permit	 	64000397A
	Infusion Partners, LLC	 	Indiana	 	Non-Resident Pharmacy Permit	 	64000126A
	BioScrip Pharmacy Services, Inc. 	 	Indiana	 	Non-Resident Pharmacy Permit	 	64000246A
	Infusion Partners, LLC	 	Indiana	 	Non-Resident Pharmacy Permit	 	64001702A
	BioScrip Infusion Services, Inc. 	 	Iowa	 	Non-Resident Pharmacy Permit	 	3794
	Option Health, Ltd.	 	Iowa	 	Non-Resident Pharmacy Permit	 	3073


 




    	 	37	 



    EXECUTION VERSION


    

 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	InfuScience, Inc.	 	Iowa	 	Non-Resident Pharmacy Permit	 	3791
	Infusion Therapy Specialists, Inc.	 	Iowa	 	Non-Resident Pharmacy Permit	 	3554
	BioScrip Infusion Services, LLC	 	Iowa	 	Non-Resident Pharmacy Permit	 	3424
	BioScrip Pharmacy Services, Inc. 	 	Iowa	 	Non-Resident Pharmacy Permit	 	3003
	BioScrip Pharmacy Services, Inc. 	 	Iowa	 	Non-Resident Wholesale/Distributor License	 	7042
	BioScrip Infusion Services, Inc. 	 	Kansas	 	Non-Resident Pharmacy Permit	 	22-02596
	InfuScience, Inc.	 	Kansas	 	Non-Resident Pharmacy Permit	 	22-12861
	Infusion Therapy Specialists, Inc.	 	Kansas	 	Non-Resident Pharmacy Permit	 	22-12935
	BioScrip Infusion Services, LLC	 	Kansas	 	Non-Resident Pharmacy Permit	 	22-01842
	BioScrip Pharmacy Services, Inc. 	 	Kansas	 	Non-Resident Pharmacy Permit	 	22-01984
	BioScrip Pharmacy Services, Inc. 	 	Kansas	 	Non-Resident Wholesale/Distributor License	 	5-02484
	BioScrip Infusion Services, Inc. 	 	Kentucky	 	Non-Resident Pharmacy Permit	 	CA1490
	Scott-Wilson, Inc.	 	Kentucky	 	State Pharmacy Permit	 	P07292
	BioScrip Infusion Services, LLC	 	Kentucky	 	Non-Resident Pharmacy Permit	 	NJ1661
	Infusion Partners, LLC	 	Kentucky	 	Non-Resident Pharmacy Permit	 	OH361
	BioScrip Pharmacy Services, Inc. 	 	Kentucky	 	Non-Resident Pharmacy Permit	 	OH481
	BioScrip Pharmacy Services, Inc. 	 	Kentucky	 	Non-Resident Wholesale/Distributor License	 	W01922
	BioScrip Infusion Services, LLC	 	Kentucky	 	Non-Resident Pharmacy Permit	 	WV1714
	BioScrip Infusion Services, LLC	 	Kentucky	 	Non-Resident Pharmacy Permit	 	WV1657
	BioScrip Infusion Services, Inc. 	 	Louisiana	 	Non-Resident Pharmacy Permit	 	PHY.006570-OS
	Infusion Partners, LLC	 	Louisiana	 	State Controlled Substance Permit	 	CDS.039188-PHY
	Infusion Partners, LLC	 	Louisiana	 	State Pharmacy Permit	 	PHY.006000-IR
	Infusion Partners, LLC	 	Louisiana	 	State Controlled Substance Permit	 	CDS.038633-PHY
	Infusion Partners, LLC	 	Louisiana	 	State Pharmacy Permit	 	PHY.004423-IR
	Infusion Partners, LLC	 	Louisiana	 	State Pharmacy Permit	 	PHY.006777-RC
	Infusion Partners, LLC	 	Louisiana	 	State Controlled Substance Permit	 	CDS.043936-PHY
	Infusion Partners, LLC	 	Louisiana	 	Non-Resident Pharmacy Permit	 	pending
	BioScrip Infusion Services, LLC	 	Louisiana	 	Non-Resident Pharmacy Permit	 	PHY.006824-NR
	BioScrip Pharmacy Services, Inc. 	 	Louisiana	 	Non-Resident Wholesale/Distributor License	 	3864
	BioScrip Pharmacy Services, Inc. 	 	Louisiana	 	Non-Resident Pharmacy Permit	 	PHY.004451-OS
	New England Home Therapies, Inc.	 	Maine	 	Non-Resident Pharmacy Permit	 	MO40002091
	New England Home Therapies, Inc. 	 	Maine	 	Non-Resident Pharmacy Permit	 	pending
	New England Home Therapies, Inc. 	 	Maine	 	State Pharmacy Permit	 	PH50001485
	Infusion Solutions, Inc. 	 	Maine	 	Non-Resident Pharmacy Permit	 	MO40000810
	BioScrip Infusion Services, LLC	 	Maine	 	Non-Resident Pharmacy Permit	 	MO40000837
	BioScrip Pharmacy Services, Inc. 	 	Maine	 	Non-Resident Pharmacy Permit	 	MO40000068
	BioScrip Pharmacy Services, Inc. 	 	Maine	 	Non-Resident Wholesale/Distributor License	 	WH70001742
	HomeChoice Partners, Inc.	 	Maryland	 	Non-Resident Controlled Substance Registration	 	477135
	HomeChoice Partners, Inc.	 	Maryland	 	State Pharmacy Permit	 	P05906
	BioScrip Infusion Services, LLC	 	Maryland	 	Non-Resident Controlled Substance Registration	 	465551
	BioScrip Infusion Services, LLC	 	Maryland	 	Non-Resident Pharmacy Permit	 	P02533
	BioScrip Pharmacy Services, Inc. 	 	Maryland	 	Non-Resident Pharmacy Permit	 	P02088
	BioScrip Pharmacy Services, Inc. 	 	Maryland	 	Non-Resident Controlled Substance Registration	 	482651
	East Goshen Pharmacy, Inc.	 	Maryland	 	Non-Resident Pharmacy Permit	 	P07215
	East Goshen Pharmacy, Inc.	 	Maryland	 	Non-Resident Controlled Substance Registration	 	490472


 




    	 	38	 



    EXECUTION VERSION


    

 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	InfuScience, Inc.	 	Maryland	 	Non-Resident Pharmacy Permit	 	P06081
	InfuScience, Inc.	 	Maryland	 	Non-Resident Controlled Substance Registration	 	480248
	InfuScience, Inc.	 	Maryland	 	Non-Resident Pharmacy Permit	 	P07214
	InfuScience, Inc.	 	Maryland	 	Non-Resident Controlled Substance Registration	 	490264
	BioScrip Infusion Services, LLC	 	Maryland	 	Non-Resident Controlled Substance Registration	 	483426
	BioScrip Infusion Services, LLC	 	Maryland	 	Non-Resident Pharmacy Permit	 	P06446
	New England Home Therapies, Inc.	 	Massachusetts	 	State Controlled Substance Permit	 	CS90062
	New England Home Therapies, Inc.	 	Massachusetts	 	State Pharmacy Permit	 	DS90062
	New England Home Therapies, Inc. 	 	Massachusetts	 	State Controlled Substance Permit	 	CS3486
	New England Home Therapies, Inc. 	 	Massachusetts	 	State Pharmacy Permit	 	DS3486
	InfuScience, Inc.	 	Michigan	 	Non-Resident Controlled Substance Registration	 	5315046137
	InfuScience, Inc.	 	Michigan	 	Non-Resident Pharmacy Permit	 	5301009375
	BioScrip Infusion Services, LLC	 	Michigan	 	Non-Resident Pharmacy Permit	 	5301007807
	BioScrip Infusion Services, LLC	 	Michigan	 	Non-Resident Controlled Substance Registration	 	5315016342
	BioScrip Pharmacy Services, Inc. 	 	Michigan	 	Non-Resident Pharmacy Permit	 	5301007219
	BioScrip Pharmacy Services, Inc. 	 	Michigan	 	Non-Resident Wholesale/Distributor License	 	5306003573
	Infusion Partners, LLC	 	Michigan	 	Non-Resident Controlled Substance Registration	 	5315015908
	Infusion Partners, LLC	 	Michigan	 	Non-Resident Pharmacy Permit	 	5301007774
	BioScrip Infusion Services, Inc. 	 	Minnesota	 	Non-Resident Pharmacy Permit	 	263216
	InfuScience, Inc.	 	Minnesota	 	State Pharmacy Permit	 	262958
	BioScrip Infusion Services, LLC	 	Minnesota	 	Non-Resident Pharmacy Permit	 	262183-0
	BioScrip Pharmacy Services, Inc. 	 	Minnesota	 	Non-Resident Wholesale/Distributor License	 	362429
	BioScrip Pharmacy Services, Inc. 	 	Minnesota	 	Non-Resident Pharmacy Permit	 	261066
	BioScrip Infusion Services, Inc. 	 	Mississippi	 	Non-Resident Pharmacy Permit	 	07827/7.1
	Infusion Partners, LLC	 	Mississippi	 	Non-Resident Controlled Substance Registration	 	CS08341/7.1
	Infusion Partners, LLC	 	Mississippi	 	Non-Resident Pharmacy Permit	 	08341/7.1
	Infusion Partners, LLC	 	Mississippi	 	State Controlled Substance Permit	 	CS-04226/2.1
	Infusion Partners, LLC	 	Mississippi	 	State Pharmacy Permit	 	04226/2.1
	Infusion Therapy Specialists, Inc.	 	Mississippi	 	Non-Resident Pharmacy Permit	 	10632 / 7.1
	BioScrip Infusion Services, LLC	 	Mississippi	 	Non-Resident Controlled Substance Registration	 	CS05561/7.1
	BioScrip Infusion Services, LLC	 	Mississippi	 	Non-Resident Pharmacy Permit	 	05561/7.1
	BioScrip Pharmacy Services, Inc. 	 	Mississippi	 	Non-Resident Pharmacy Permit	 	02871-07.1
	BioScrip Pharmacy Services, Inc. 	 	Mississippi	 	Non-Resident Wholesale/Distributor License	 	08553/06.2
	BioScrip Pharmacy Services, Inc. 	 	Mississippi	 	Non-Resident Controlled Substance Registration	 	CS02871/7.1
	Infusion Partners, LLC	 	Mississippi	 	Non-Resident Controlled Substance Registration	 	CS05461/7.1
	Infusion Partners, LLC	 	Mississippi	 	Non-Resident Pharmacy Permit	 	05461/7.1
	BioScrip Infusion Services, Inc. 	 	Missouri	 	Non-Resident Pharmacy Permit	 	2008033018
	Option Health, Ltd.	 	Missouri	 	Non-Resident Pharmacy Permit	 	2016009824
	InfuScience, Inc.	 	Missouri	 	Non-Resident Pharmacy Permit	 	2009015290
	HomeChoice Partners, Inc.	 	Missouri	 	State Controlled Substance Permit	 	2500015651
	HomeChoice Partners, Inc.	 	Missouri	 	State Pharmacy Permit	 	2013003664
	Infusion Therapy Specialists, Inc.	 	Missouri	 	Non-Resident Pharmacy Permit	 	2008026806


 




    	 	39	 



    EXECUTION VERSION


    

 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	BioScrip Infusion Services, LLC	 	Missouri	 	Non-Resident Pharmacy Permit	 	2002011787
	BioScrip Pharmacy Services, Inc. 	 	Missouri	 	Non-Resident Wholesale/Distributor License	 	2010022174
	BioScrip Pharmacy Services, Inc. 	 	Missouri	 	Non-Resident Pharmacy Permit	 	2000161244
	BioScrip Infusion Services, Inc. 	 	Montana	 	Non-Resident Pharmacy Permit	 	PHA-MOP-LIC-2601
	InfuScience, Inc.	 	Montana	 	Non-Resident Pharmacy Permit	 	PHA-MOP-LIC-28111
	BioScrip Infusion Services, LLC	 	Montana	 	Non-Resident Pharmacy Permit	 	PHA-MOP-LIC-1311
	BioScrip Pharmacy Services, Inc. 	 	Montana	 	Non-Resident Pharmacy Permit	 	PHA-MOP-LIC-1129
	BioScrip Pharmacy Services, Inc. 	 	Montana	 	Non-Resident Wholesale/Distributor License	 	PHA-WDD-LIC-2947
	BioScrip Infusion Services, Inc. 	 	Nebraska	 	Non-Resident Pharmacy Permit	 	638
	InfuScience, Inc.	 	Nebraska	 	Non-Resident Pharmacy Permit	 	1015
	Infusion Therapy Specialists, Inc.	 	Nebraska	 	State Pharmacy Permit	 	2743
	BioScrip Infusion Services, LLC	 	Nebraska	 	Non-Resident Pharmacy Permit	 	811
	BioScrip Pharmacy Services, Inc. 	 	Nebraska	 	Non-Resident Wholesale/Distributor License	 	750
	BioScrip Pharmacy Services, Inc. 	 	Nebraska	 	Non-Resident Pharmacy Permit	 	18
	BioScrip Infusion Services, Inc. 	 	Nevada	 	Non-Resident Pharmacy Permit	 	PH02225
	InfuScience, Inc.	 	Nevada	 	Non-Resident Pharmacy Permit	 	PH02765
	BioScrip Infusion Services, LLC	 	Nevada	 	Non-Resident Pharmacy Permit	 	PH01744
	BioScrip Pharmacy Services, Inc. 	 	Nevada	 	Non-Resident Wholesale/Distributor License	 	WH01666
	BioScrip Pharmacy Services, Inc. 	 	Nevada	 	Non-Resident Pharmacy Permit	 	PH01337
	BioScrip Infusion Services, Inc. 	 	New Hampshire	 	Non-Resident Pharmacy Permit	 	NR0653
	New England Home Therapies, Inc. 	 	New Hampshire	 	Non-Resident Pharmacy Permit	 	NR0590
	Infusion Solutions, Inc. 	 	New Hampshire	 	State Pharmacy Permit	 	0471 P
	BioScrip Infusion Services, LLC	 	New Hampshire	 	Non-Resident Pharmacy Permit	 	NR0240
	BioScrip Pharmacy Services, Inc. 	 	New Hampshire	 	Non-Resident Pharmacy Permit	 	NR0138
	BioScrip Pharmacy Services, Inc. 	 	New Hampshire	 	Non-Resident Wholesale/Distributor License	 	4577
	BioScrip Infusion Services, Inc. 	 	New Jersey	 	Non-Resident Pharmacy Permit	 	28RO00016500
	East Goshen Pharmacy, Inc.	 	New Jersey	 	State Pharmacy Permit	 	28RS00649800
	East Goshen Pharmacy, Inc.	 	New Jersey	 	State Controlled Substance Permit	 	D08717900
	BioScrip Infusion Services, LLC	 	New Jersey	 	State Wholesale /Distributor Permit	 	5002516
	BioScrip Infusion Services, LLC	 	New Jersey	 	State Pharmacy Permit	 	28RS00591500
	BioScrip Infusion Services, LLC	 	New Jersey	 	State Controlled Substance Permit	 	D07897800
	East Goshen Pharmacy, Inc.	 	New Jersey	 	State Pharmacy Permit	 	28RS00480100
	East Goshen Pharmacy, Inc.	 	New Jersey	 	State Controlled Substance Permit	 	D05017000
	East Goshen Pharmacy, Inc.	 	New Jersey	 	State Pharmacy Permit	 	28RS00535000
	East Goshen Pharmacy, Inc.	 	New Jersey	 	State Controlled Substance Permit	 	D07078100
	BioScrip Pharmacy (NY), Inc. 	 	New Jersey	 	Non-Resident Pharmacy Permit	 	28RO00023400
	BioScrip Pharmacy Services, Inc. 	 	New Jersey	 	Non-Resident Wholesale/Distributor License	 	5003985
	BioScrip Pharmacy Services, Inc. 	 	New Jersey	 	Non-Resident Pharmacy Permit	 	28RO00027200
	East Goshen Pharmacy, Inc.	 	New Jersey	 	Non-Resident Pharmacy Permit	 	28RO00043200
	Infusion Partners, LLC	 	New Jersey	 	Non-Resident Pharmacy Permit	 	pending
	BioScrip Infusion Services, Inc. 	 	New Mexico	 	Non-Resident Controlled Substance Registration	 	CS00213905
	BioScrip Infusion Services, Inc. 	 	New Mexico	 	Non-Resident Pharmacy Permit	 	PH00003044
	BioScrip Infusion Services, LLC	 	New Mexico	 	Non-Resident Pharmacy Permit	 	PH00002446
	BioScrip Infusion Services, LLC	 	New Mexico	 	Non-Resident Controlled Substance Registration	 	CS00207996
	BioScrip Pharmacy Services, Inc. 	 	New Mexico	 	Non-Resident Pharmacy Permit	 	PH00001610
	BioScrip Pharmacy Services, Inc. 	 	New Mexico	 	Non-Resident Controlled Substance Registration	 	CS00016450
	BioScrip Pharmacy Services, Inc. 	 	New Mexico	 	Non-Resident Wholesale/Distributor License	 	WD00010622


 




    	 	40	 



    EXECUTION VERSION


    

 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	BioScrip Infusion Services, Inc. 	 	New York	 	Non-Resident Pharmacy Permit	 	029116
	Professional Home Care Services, Inc. 	 	New York	 	Non-Resident Pharmacy Permit	 	030192
	East Goshen Pharmacy, Inc.	 	New York	 	Non-Resident Pharmacy Permit	 	035097
	BioScrip Infusion Services, LLC	 	New York	 	Non-Resident Wholesale/Distributor License	 	027065
	BioScrip Infusion Services, LLC	 	New York	 	Non-Resident Pharmacy Permit	 	026033
	East Goshen Pharmacy, Inc.	 	New York	 	Non-Resident Pharmacy Permit	 	035096
	BioScrip Pharmacy (NY), Inc. 	 	New York	 	State Wholesale /Distributor Permit	 	024394
	BioScrip Pharmacy (NY), Inc. 	 	New York	 	State Pharmacy Permit	 	021820
	BioScrip Pharmacy Services, Inc. 	 	New York	 	Non-Resident Pharmacy Permit	 	025711
	BioScrip Pharmacy Services, Inc. 	 	New York	 	Non-Resident Wholesale/Distributor License	 	025722
	BioScrip Infusion Services, LLC	 	New York	 	Non-Resident Pharmacy Permit	 	032284
	East Goshen Pharmacy, Inc.	 	New York	 	Non-Resident Pharmacy Permit	 	030208
	HomeChoice Partners, Inc.	 	New York	 	Non-Resident Pharmacy Permit	 	030605
	BioScrip Infusion Services, Inc. 	 	North Carolina	 	Non-Resident Pharmacy Permit	 	10183
	HomeChoice Partners, Inc.	 	North Carolina	 	State Pharmacy Permit	 	13054
	HomeChoice Partners, Inc.	 	North Carolina	 	State Pharmacy Permit	 	11449
	BioScrip Infusion Services, LLC	 	North Carolina	 	Non-Resident Pharmacy Permit	 	08157
	BioScrip Pharmacy Services, Inc. 	 	North Carolina	 	Non-Resident Wholesale/Distributor License	 	937
	BioScrip Pharmacy Services, Inc. 	 	North Carolina	 	Non-Resident Pharmacy Permit	 	07230
	HomeChoice Partners, Inc.	 	North Carolina	 	State Pharmacy Permit	 	11451
	HomeChoice Partners, Inc.	 	North Carolina	 	Non-Resident Pharmacy Permit	 	11450
	HomeChoice Partners, Inc.	 	North Carolina	 	Non-Resident Pharmacy Permit	 	13111
	BioScrip Infusion Services, Inc. 	 	North Dakota	 	Non-Resident Pharmacy Permit	 	Phar234
	InfuScience, Inc.	 	North Dakota	 	Non-Resident Pharmacy Permit	 	Phar300
	BioScrip Infusion Services, LLC	 	North Dakota	 	Non-Resident Pharmacy Permit	 	Phar564
	BioScrip Pharmacy Services, Inc. 	 	North Dakota	 	Non-Resident Pharmacy Permit	 	Phar349
	BioScrip Infusion Services, Inc. 	 	Ohio	 	Non-Resident Pharmacy Permit	 	NRP.021897800-03
	InfuScience, Inc.	 	Ohio	 	Non-Resident Pharmacy Permit	 	NRP.022225650-03
	BioScrip Infusion Services, LLC	 	Ohio	 	Non-Resident Pharmacy Permit	 	NRP.021426700-03
	Infusion Partners, LLC	 	Ohio	 	State Pharmacy Permit	 	FTHH.022333650-03
	Infusion Partners, LLC	 	Ohio	 	State Pharmacy Permit	 	FTHH.020787300-03
	BioScrip Pharmacy Services, Inc. 	 	Ohio	 	State Pharmacy Permit	 	FTHH.020606300-03
	BioScrip Pharmacy Services, Inc. 	 	Ohio	 	State Controlled Substance Wholesale/Distributor License	 	WCSW.1806
	BioScrip Pharmacy Services, Inc. 	 	Ohio	 	State Wholesale /Distributor Permit	 	WFSR. 011004000-03
	Infusion Partners, LLC	 	Ohio	 	State Pharmacy Permit	 	FTHH.021391350-03
	BioScrip Infusion Services, LLC	 	Ohio	 	Non-Resident Pharmacy Permit	 	NRP.022340250-03
	BioScrip Infusion Services, LLC	 	Ohio	 	Non-Resident Pharmacy Permit	 	NRP.022357550-03
	Infusion Therapy Specialists, Inc.	 	Oklahoma	 	Non-Resident Pharmacy Permit	 	99-1479
	BioScrip Infusion Services, LLC	 	Oklahoma	 	Non-Resident Pharmacy Permit	 	99-1198
	BioScrip Infusion Services, LLC	 	Oklahoma	 	Non-Resident Controlled Substance Registration	 	42436
	BioScrip Pharmacy Services, Inc. 	 	Oklahoma	 	Non-Resident Wholesale/Distributor License	 	88-W-1639
	BioScrip Pharmacy Services, Inc. 	 	Oklahoma	 	Non-Resident Pharmacy Permit	 	99-1030
	BioScrip Pharmacy Services, Inc. 	 	Oklahoma	 	Non-Resident Controlled Substance Registration	 	42433
	BioScrip Infusion Services, Inc. 	 	Oregon	 	Non-Resident Pharmacy Permit	 	RP-0002892-CS
	BioScrip Infusion Services, LLC	 	Oregon	 	Non-Resident Pharmacy Permit	 	RP-0002960-CS
	BioScrip Pharmacy Services, Inc. 	 	Oregon	 	Non-Resident Pharmacy Permit	 	RP-0001205-CS
	HomeChoice Partners, Inc.	 	Pennsylvania	 	Non-Resident Pharmacy Permit	 	NP000067


 




    	 	41	 



    EXECUTION VERSION


    

 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	Infusion Partners, LLC	 	Pennsylvania	 	Non-Resident Pharmacy Permit	 	NP000027
	BioScrip Pharmacy Services, Inc. 	 	Pennsylvania	 	Non-Resident Wholesale/Distributor License	 	3000008016
	BioScrip Pharmacy Services, Inc. 	 	Pennsylvania	 	Non-Resident Pharmacy Permit	 	NP000551
	BioScrip Infusion Services, LLC	 	Pennsylvania	 	State Pharmacy Permit	 	PP481453
	East Goshen Pharmacy, Inc.	 	Pennsylvania	 	State Pharmacy Permit	 	PP414981L
	East Goshen Pharmacy, Inc.	 	Pennsylvania	 	State Pharmacy Permit	 	PP413617L
	East Goshen Pharmacy, Inc.	 	Pennsylvania	 	State Pharmacy Permit	 	PP481782
	BioScrip Infusion Services, LLC	 	Pennsylvania	 	Non-Resident Pharmacy Permit	 	pending
	BioScrip Infusion Services, LLC	 	Pennsylvania	 	Non-Resident Pharmacy Permit	 	NP000065
	BioScrip Infusion Services, Inc. 	 	Rhode Island	 	Non-Resident Pharmacy Permit	 	PHN09924
	Professional Home Care Services, Inc. 	 	Rhode Island	 	Non-Resident Pharmacy Permit	 	PHN10052
	Professional Home Care Services, Inc. 	 	Rhode Island	 	Non-Resident Wholesale/Distributor License	 	DIS02783
	New England Home Therapies, Inc.	 	Rhode Island	 	Non-Resident Pharmacy Permit	 	PHN11152
	New England Home Therapies, Inc. 	 	Rhode Island	 	Non-Resident Pharmacy Permit	 	PHN10026
	New England Home Therapies, Inc. 	 	Rhode Island	 	Non-Resident Wholesale/Distributor License	 	DIS02314
	BioScrip Infusion Services, LLC	 	Rhode Island	 	Non-Resident Pharmacy Permit	 	PHN09836
	BioScrip Pharmacy (NY), Inc. 	 	Rhode Island	 	Non-Resident Pharmacy Permit	 	PHN10000
	BioScrip Pharmacy Services, Inc. 	 	Rhode Island	 	Non-Resident Pharmacy Permit	 	PHN09003
	BioScrip Pharmacy Services, Inc. 	 	Rhode Island	 	Non-Resident Wholesale/Distributor License	 	DIS01611
	New England Home Therapies, Inc.	 	Rhode Island	 	State Wholesale /Distributor Permit	 	WSL00131
	New England Home Therapies, Inc.	 	Rhode Island	 	State Pharmacy Permit	 	PHA00607
	BioScrip Infusion Services, Inc. 	 	South Carolina	 	Non-Resident Controlled Substance Registration	 	13-10259
	BioScrip Infusion Services, Inc. 	 	South Carolina	 	Non-Resident Pharmacy Permit	 	10259
	HomeChoice Partners, Inc.	 	South Carolina	 	Non-Resident Pharmacy Permit	 	9565
	InfuScience South Carolina, LLC	 	South Carolina	 	Non-Resident Pharmacy Permit	 	13322
	InfuScience, Inc.	 	South Carolina	 	Non-Resident Pharmacy Permit	 	13889
	HomeChoice Partners, Inc.	 	South Carolina	 	Non-Resident Pharmacy Permit	 	Pending
	BioScrip Infusion Services, LLC	 	South Carolina	 	Non-Resident Controlled Substance Registration	 	13-09745
	BioScrip Infusion Services, LLC	 	South Carolina	 	Non-Resident Pharmacy Permit	 	9745
	BioScrip Pharmacy Services, Inc. 	 	South Carolina	 	Non-Resident Controlled Substance Registration	 	13-08753
	BioScrip Pharmacy Services, Inc. 	 	South Carolina	 	Non-Resident Wholesale/Distributor License	 	8906
	BioScrip Pharmacy Services, Inc. 	 	South Carolina	 	Non-Resident Pharmacy Permit	 	8753
	HomeChoice Partners, Inc.	 	South Carolina	 	State Controlled Substance Permit	 	10-14386
	HomeChoice Partners, Inc.	 	South Carolina	 	State Pharmacy Permit	 	14386
	InfuScience South Carolina, LLC	 	South Carolina	 	State Controlled Substance Permit	 	10-14579
	InfuScience South Carolina, LLC	 	South Carolina	 	State Pharmacy Permit	 	14579
	BioScrip Infusion Services, Inc. 	 	South Dakota	 	Non-Resident Pharmacy Permit	 	400-0756
	InfuScience, Inc.	 	South Dakota	 	Non-Resident Pharmacy Permit	 	400-0777
	Infusion Therapy Specialists, Inc.	 	South Dakota	 	Non-Resident Pharmacy Permit	 	400-1069
	BioScrip Infusion Services, LLC	 	South Dakota	 	Non-Resident Pharmacy Permit	 	400-0295
	BioScrip Pharmacy Services, Inc. 	 	South Dakota	 	Non-Resident Wholesale/Distributor License	 	600-1175
	BioScrip Pharmacy Services, Inc. 	 	South Dakota	 	Non-Resident Pharmacy Permit	 	400-0033
	BioScrip Infusion Services, Inc. 	 	Tennessee	 	Non-Resident Pharmacy Permit	 	0000004847
	BioScrip Infusion Services, LLC	 	Tennessee	 	Non-Resident Pharmacy Permit	 	0000005247


 




    	 	42	 



    EXECUTION VERSION


    

 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	BioScrip Pharmacy Services, Inc. 	 	Tennessee	 	Non-Resident Pharmacy Permit	 	0000003382
	BioScrip Pharmacy Services, Inc. 	 	Tennessee	 	Non-Resident Wholesale/Distributor License	 	000002216
	BioScrip Pharmacy Services, Inc. 	 	Tennessee	 	Non-Resident Wholesale/Distributor License	 	0000002461
	Infusion Partners, LLC	 	Tennessee	 	State Pharmacy Permit	 	0000002196
	Knoxville Home Therapies, LLC	 	Tennessee	 	State Pharmacy Permit	 	0000001955
	Infusion Partners, LLC	 	Tennessee	 	State Pharmacy Permit	 	0000003394
	BioScrip Infusion Services, Inc. 	 	Texas	 	Non-Resident Pharmacy Permit	 	25415
	BioScrip Infusion Services, LLC	 	Texas	 	Non-Resident Pharmacy Permit	 	22275
	BioScrip Pharmacy Services, Inc. 	 	Texas	 	Non-Resident Wholesale/Distributor License	 	0090065
	BioScrip Pharmacy Services, Inc. 	 	Texas	 	Non-Resident Pharmacy Permit	 	15652
	Infusion Partners, LLC	 	Texas	 	State Pharmacy Permit	 	28930
	Applied Health Care, LLC	 	Texas	 	State Pharmacy Permit	 	21554
	Applied Health Care, LLC	 	Texas	 	State Wholesale /Distributor Permit	 	1001460
	Infusion Partners, LLC	 	Texas	 	State Pharmacy Permit	 	23743
	BioScrip Infusion Services, Inc. 	 	Utah	 	Non-Resident Controlled Substance Registration	 	7091468-8913
	BioScrip Infusion Services, Inc. 	 	Utah	 	Non-Resident Pharmacy Permit	 	7091468-1708 
	BioScrip Infusion Services, LLC	 	Utah	 	Non-Resident Controlled Substance Registration	 	6116950-8913
	BioScrip Infusion Services, LLC	 	Utah	 	Non-Resident Pharmacy Permit	 	6116950-1708 
	BioScrip Pharmacy Services, Inc. 	 	Utah	 	Non-Resident Controlled Substance Registration	 	6053816-8913
	BioScrip Pharmacy Services, Inc. 	 	Utah	 	Non-Resident Pharmacy Permit	 	6053816-1708
	BioScrip Infusion Services, Inc. 	 	Vermont	 	Non-Resident Pharmacy Permit	 	036.0000376
	New England Home Therapies, Inc.	 	Vermont	 	Non-Resident Pharmacy Permit	 	036.0124641
	Infusion Solutions, Inc. 	 	Vermont	 	Non-Resident Pharmacy Permit	 	036.0063924
	BioScrip Infusion Services, LLC	 	Vermont	 	Non-Resident Pharmacy Permit	 	036.0111346
	BioScrip Pharmacy Services, Inc. 	 	Vermont	 	Non-Resident Pharmacy Permit	 	036.0000199
	BioScrip Pharmacy Services, Inc. 	 	Vermont	 	Non-Resident Wholesale/Distributor License	 	039.0001058
	Wilcox Medical, Inc.	 	Vermont	 	State Pharmacy Permit	 	038.0093947-HMIF
	BioScrip Infusion Services, LLC	 	Virginia	 	Non-Resident Pharmacy Permit	 	0214001436
	BioScrip Pharmacy Services, Inc. 	 	Virginia	 	Non-Resident Wholesale/Distributor License	 	0219001013
	BioScrip Pharmacy Services, Inc. 	 	Virginia	 	Non-Resident Pharmacy Permit	 	0214000078
	HomeChoice Partners, Inc.	 	Virginia	 	State Pharmacy Permit	 	0201003736
	InfuScience, Inc.	 	Virginia	 	State Pharmacy Permit	 	0201004140
	InfuScience, Inc.	 	Virginia	 	State Pharmacy Permit	 	0201004312
	HomeChoice Partners, Inc.	 	Virginia	 	State Pharmacy Permit	 	0201003358
	HomeChoice Partners, Inc.	 	Virginia	 	State Pharmacy Permit	 	0201004386
	HomeChoice Partners, Inc.	 	Virginia	 	State Pharmacy Permit	 	0201003514
	BioScrip Infusion Services, Inc. 	 	Washington	 	Non-Resident Pharmacy Permit	 	PHNR.FO00058938
	BioScrip Infusion Services, Inc. 	 	Washington	 	Non-Resident Pharmacy Permit	 	PHNR.FO.60523083
	InfuScience, Inc.	 	Washington	 	Non-Resident Pharmacy Permit	 	PHNR.FO.60521994
	BioScrip Infusion Services, LLC	 	Washington	 	Non-Resident Pharmacy Permit	 	PHNR.FO.00057105
	BioScrip Pharmacy Services, Inc. 	 	Washington	 	Non-Resident Pharmacy Permit	 	PHNR.FO.00004170
	BioScrip Pharmacy Services, Inc. 	 	Washington	 	Non-Resident Wholesale/Distributor License	 	PHWH.FX.00058728
	Scott-Wilson, Inc.	 	West Virginia	 	Non-Resident Controlled Substance Registration	 	MI0000543
	Scott-Wilson, Inc.	 	West Virginia	 	Non-Resident Pharmacy Permit	 	MO0560413
	HomeChoice Partners, Inc.	 	West Virginia	 	Non-Resident Controlled Substance Registration	 	MI0001083


 




    	 	43	 



    EXECUTION VERSION


    

 


	Entity Name	 	Licensing State	 	License Type	 	License Number
	HomeChoice Partners, Inc.	 	West Virginia	 	Non-Resident Pharmacy Permit	 	MO0560616
	BioScrip Infusion Services, LLC	 	West Virginia	 	Non-Resident Controlled Substance Registration	 	MI0000787
	BioScrip Infusion Services, LLC	 	West Virginia	 	Non-Resident Pharmacy Permit	 	MO0559986
	BioScrip Pharmacy Services, Inc. 	 	West Virginia	 	Non-Resident Wholesale/Distributor License	 	WD0558810
	BioScrip Pharmacy Services, Inc. 	 	West Virginia	 	Non-Resident Controlled Substance Registration	 	MI0000652
	BioScrip Pharmacy Services, Inc. 	 	West Virginia	 	Non-Resident Pharmacy Permit	 	MO0559061
	East Goshen Pharmacy, Inc.	 	West Virginia	 	Non-Resident Pharmacy Permit	 	MO0560968
	East Goshen Pharmacy, Inc.	 	West Virginia	 	Non-Resident Controlled Substance Registration	 	MI0001121
	InfuScience, Inc.	 	West Virginia	 	Non-Resident Pharmacy Permit	 	MO0559976
	HomeChoice Partners, Inc.	 	West Virginia	 	Non-Resident Pharmacy Permit	 	MO0560967
	BioScrip Infusion Services, LLC	 	West Virginia	 	State Pharmacy Permit	 	SP0552457
	BioScrip Infusion Services, LLC	 	West Virginia	 	State Pharmacy Permit	 	SP0552455
	BioScrip Infusion Services, Inc. 	 	Wisconsin	 	Non-Resident Pharmacy Permit	 	363-43
	Option Health, Ltd.	 	Wisconsin	 	Non-Resident Pharmacy Permit	 	888-43
	Option Health, Ltd.	 	Wisconsin	 	Non-Resident Pharmacy Permit	 	52-43
	InfuScience, Inc.	 	Wisconsin	 	Non-Resident Pharmacy Permit	 	802-43
	BioScrip Infusion Services, LLC	 	Wisconsin	 	Non-Resident Pharmacy Permit	 	66-43
	BioScrip Pharmacy Services, Inc. 	 	Wisconsin	 	Non-Resident Pharmacy Permit	 	54-43
	BioScrip Pharmacy Services, Inc. 	 	Wisconsin	 	Non-Resident Wholesale/Distributor License	 	2437-45
	BioScrip Infusion Services, Inc. 	 	Wyoming	 	Non-Resident Pharmacy Permit	 	NR-50225
	InfuScience, Inc.	 	Wyoming	 	Non-Resident Pharmacy Permit	 	NR-51186
	BioScrip Infusion Services, LLC	 	Wyoming	 	Non-Resident Pharmacy Permit	 	31-07039
	BioScrip Pharmacy Services, Inc. 	 	Wyoming	 	Non-Resident Pharmacy Permit	 	36-53157


 




    	 	44	 



    EXECUTION VERSION


    

 


Schedule 4.21(g)


 


Health Care Audits


 


None.


 




    	 	45	 



    EXECUTION VERSION


    

 


Schedule 4.23(a)


 


Company Reimbursement Approval Compliance


 


None.


 




    	 	46	 



    EXECUTION VERSION


    

 


Schedule 5.16


 


Post-Closing Covenants


 


		1.	Within 45 days (or such longer period of time as may be agreed in writing by the Administrative
Agent) after the Closing Date, Borrower shall have delivered or caused to be delivered to the Administrative Agent fully executed
Account Control Agreements and Government Receivables Account Agreements, duly executed by each Permitted Third Party Bank and
the applicable Loan Party, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent.



 


		2.	Within 30 days (or such longer period of time as may be agreed in writing by the Administrative
Agent) of the Closing Date, the Borrower shall have delivered or caused to be delivered to the Administrative Agent a lender’s
loss payable endorsement for the applicable insurance policies of the Loan Parties required under Section 5.8 of the Credit
Agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent.



 


		3.	Within 60 days (or such longer period of time as may be agreed in writing by the Administrative
Agent) of the Closing Date, Borrower shall have delivered or caused to be delivered to the Administrative Agent a Collateral Access
Agreement in respect of the chief executive office of Borrower duly executed by the landlord thereof.



 




    	 	47	 



    EXECUTION VERSION


    

 


Schedule 7.1


 


Existing Indebtedness


 


None.


 




    	 	48	 



    EXECUTION VERSION


    

 


Schedule 7.2


 


Existing Closing Date Liens


 


	Name
    of Loan Party	 	Jurisdiction	 	Secured
    Party	 	Collateral	 	File
    Date	 	Type
    of

    Filing	 	File
    Number
	BIOSCRIP, INC.	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	3/26/2010	 	UCC-1	 	20101056658 
	BIOSCRIP, INC.	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132967371 
	BIOSCRIP, INC.	 	DE - SOS	 	Integrated Commercialization Solutions, Inc.	 	All personal property	 	8/24/2015	 	UCC-1	 	20153696852 
	BIOSCRIP, INC.	 	DE - SOS	 	ASD Specialty Healthcare Inc.	 	All personal property	 	9/30/2016	 	UCC-1	 	20166019325 
	APPLIED HEALTH CARE, LLC	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	10/28/2011	 	UCC-1	 	20114529429 
	APPLIED HEALTH CARE, LLC	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	12/9/2011	 	UCC-1	 	20114864537 
	APPLIED HEALTH CARE, LLC	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132967272 
	BIOSCRIP INFUSION MANAGEMENT, LLC	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	3/26/2010	 	UCC-1	 	20101056930 
	BIOSCRIP INFUSION MANAGEMENT, LLC	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132967629 
	BIOSCRIP INFUSION SERVICES, LLC	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	12/18/2007	 	UCC-1	 	20074873039 
	BIOSCRIP INFUSION SERVICES, LLC	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	7/1/2009	 	UCC-1	 	20092225552 
	BIOSCRIP INFUSION SERVICES, LLC	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	3/26/2010	 	UCC-1	 	20101056971 
	BIOSCRIP INFUSION SERVICES, LLC	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	5/17/2010	 	UCC-1	 	20101859994 
	BIOSCRIP INFUSION SERVICES, LLC	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	7/29/2011	 	UCC-1	 	20113185256 
	BIOSCRIP INFUSION SERVICES, LLC	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	9/6/2011	 	UCC-1	 	20113574657 
	BIOSCRIP INFUSION SERVICES, LLC	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	9/10/2012	 	UCC-1	 	20123628890 
	BIOSCRIP INFUSION SERVICES, LLC	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132967660 
	BIOSCRIP MEDICAL SUPPLY SERVICES, LLC	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	4/23/2013	 	UCC-1	 	20131549782 
	BIOSCRIP MEDICAL SUPPLY SERVICES, LLC	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132967686 
	BIOSCRIP PBM SERVICES, LLC	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	3/26/2010	 	UCC-1	 	20101056450 
	BIOSCRIP PBM SERVICES, LLC	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132967975 
	CHS HOLDINGS, INC.	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	1/8/2013	 	UCC-1	 	20130099946 


 




    	 	49	 



    EXECUTION VERSION


    

 


	Name
    of Loan Party	 	Jurisdiction	 	Secured
    Party	 	Collateral	 	File
    Date	 	Type
    of

    Filing	 	File
    Number
	CHS HOLDINGS, INC.	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132968734 
	CRITICAL HOMECARE SOLUTIONS, INC.	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132968296 
	DEACONESS HOMECARE, LLC	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132968288 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	2/25/2009	 	UCC-1	 	20090743440 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	2/27/2009	 	UCC-1	 	20090767423 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	2/27/2009	 	UCC-1	 	20090767597 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	2/27/2009	 	UCC-1	 	20090767621 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	2/27/2009	 	UCC-1	 	20090767670 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	2/27/2009	 	UCC-1	 	20090767787 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	2/27/2009	 	UCC-1	 	20090768199 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	8/10/2009	 	UCC-1	 	20092754981 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	7/21/2010	 	UCC-1	 	20102709578 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	2/15/2011	 	UCC-1	 	20110652282 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	4/23/2013	 	UCC-1	 	20131549634 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/13/2013	 	UCC-1	 	20132968312 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	6/17/2014	 	UCC-1	 	20142363018 
	HOMECHOICE PARTNERS, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	4/18/2016	 	UCC-1	 	20162289245 
	INFUCENTERS, LLC	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	4/26/2007	 	UCC-1	 	20071574507 
	INFUCENTERS, LLC	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132968320 
	INFUSCIENCE HHA, LLC	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	10/11/2012	 	UCC-1	 	20123909894 
	INFUSCIENCE HHA, LLC	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132968361 
	INFUSCIENCE, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	5/15/2007	 	UCC-1	 	20071873891 
	INFUSCIENCE, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	5/21/2007	 	UCC-1	 	20072017340 
	INFUSCIENCE, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	12/18/2007	 	UCC-1	 	20074873039 
	INFUSCIENCE, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	10/25/2010	 	UCC-1	 	20103766791 


 




    	 	50	 



    EXECUTION VERSION


    

 


	Name
    of Loan Party	 	Jurisdiction	 	Secured
    Party	 	Collateral	 	File
    Date	 	Type
    of

    Filing	 	File
    Number
	INFUSCIENCE, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	5/6/2011	 	UCC-1	 	20111981706 
	INFUSCIENCE, INC.	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	10/11/2012	 	UCC-1	 	20123909944 
	INFUSCIENCE, INC.	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132968346 
	INFUSCIENCE SOUTH CAROLINA, LLC	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	10/25/2010	 	UCC-1	 	20103766791 
	INFUSCIENCE SOUTH CAROLINA, LLC	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	5/6/2011	 	UCC-1	 	20111981722 
	INFUSCIENCE SOUTH CAROLINA, LLC	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	10/11/2012	 	UCC-1	 	20123909910 
	INFUSCIENCE SOUTH CAROLINA, LLC	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132968304 
	INFUSCIENCE SUB, INC.	 	DE - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	10/11/2012	 	UCC-1	 	20123909928 
	INFUSCIENCE SUB, INC.	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132968338 
	PROFESSIONAL HOME CARE SERVICES, INC.	 	DE - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	8/29/2011	 	UCC-1	 	20113481234 
	PROFESSIONAL HOME CARE SERVICES, INC.	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132968379 
	SPECIALTY PHARMA, INC.	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132967983 
	PHCS ACQUISITION CO, INC.	 	DE - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	20132968692 
	INFUSION THERAPY SPECIALISTS, INC.	 	NE - BSD	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	4/26/2007	 	UCC-1	 	9807342420-2 
	INFUSION THERAPY SPECIALISTS, INC.	 	NE - BSD	 	B. Braun Medical Inc.	 	Leased medical equipment	 	8/30/2010	 	UCC-1	 	9910636090-5 
	INFUSION THERAPY SPECIALISTS, INC.	 	NE - BSD	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	2/4/2011	 	UCC-1	 	9811555595-7 
	INFUSION THERAPY SPECIALISTS, INC.	 	NE - BSD	 	B. Braun Medical Inc.	 	Leased medical equipment	 	3/12/2012	 	UCC-1	 	9912687306-9 
	INFUSION THERAPY SPECIALISTS, INC.	 	NE - BSD	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	9813719993-3 
	OPTION HEALTH, LTD.	 	IL - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	12/22/2011	 	UCC-1	 	016876240 
	OPTION HEALTH, LTD.	 	IL - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	2/19/2013	 	UCC-1	 	018009846 
	OPTION HEALTH, LTD.	 	IL - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	018472341 
	OPTION HEALTH, LTD.	 	IL - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	5/14/2014	 	UCC-1	 	019274233 
	BIOSCRIP INFUSION SERVICES, INC.	 	CA - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	3/26/2010	 	UCC-1	 	107226847734 


 




    	 	51	 



    EXECUTION VERSION


    

 


	Name
    of Loan Party	 	Jurisdiction	 	Secured
    Party	 	Collateral	 	File
    Date	 	Type
    of

    Filing	 	File
    Number
	BIOSCRIP INFUSION SERVICES, INC.	 	CA - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	137371742207 
	BIOSCRIP INFUSION SERVICES, INC.	 	CA - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment 	 	12/31/2013	 	UCC-1	 	147394131194 
	BIOSCRIP INFUSION SERVICES, INC.	 	CA - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	3/24/2014	 	UCC-1	 	147404421370 
	BIOSCRIP INFUSION SERVICES, INC.	 	CA - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	3/24/2014	 	UCC-1	 	147404422149 
	BIOSCRIP INFUSION SERVICES, INC.	 	CA - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	7/21/2014	 	UCC-1	 	147421247799 
	INFUSION SOLUTIONS, INC.	 	NH - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	7/1/2013	 	UCC-1	 	130703704188 
	INFUSION SOLUTIONS, INC.	 	NH - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	130801726126 
	BIOSCRIP NURSING SERVICES, LLC	 	NY - DOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	3/26/2010	 	UCC-1	 	201003265274538 
	BIOSCRIP NURSING SERVICES, LLC	 	NY - DOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	201307315817840 
	BIOSCRIP PHARMACY (NY), INC.	 	NY - DOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	10/26/2009	 	UCC-1	 	200910260611442 
	BIOSCRIP PHARMACY (NY), INC.	 	NY - DOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	3/26/2010	 	UCC-1	 	201003265274350 
	BIOSCRIP PHARMACY (NY), INC.	 	NY - DOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	201307315817852 
	BRADHURST SPECIALTY PHARMACY, INC.	 	NY - DOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	201307315818020 
	NATURAL LIVING, INC.	 	NY - DOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	201307315817977 
	NUTRI USA, INC.	 	NY - DOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	201307315817989 
	BIOSCRIP PHARMACY, INC.	 	MN - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	1/27/2010	 	UCC-1	 	201018897490 
	BIOSCRIP PHARMACY, INC.	 	MN - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	3/26/2010	 	UCC-1	 	201019651887 
	BIOSCRIP PHARMACY, INC.	 	MN - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	201333288120 
	CHRONIMED, LLC	 	MN - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	201333287747 
	INFUSAL PARTNERS	 	FL - SECURED TRANSACTION REGISTRY	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	10/12/2012	 	UCC-1	 	201207694647 
	INFUSAL PARTNERS	 	FL - SECURED TRANSACTION REGISTRY	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	201309543478 


 




    	 	52	 



    EXECUTION VERSION


    

 


	Name
    of Loan Party	 	Jurisdiction	 	Secured
    Party	 	Collateral	 	File
    Date	 	Type
    of

 Filing	 	File
    Number
	NATIONAL HEALTH INFUSION, INC.	 	FL - SECURED TRANSACTION REGISTRY	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	201309543486 
	BIOSCRIP PHARMACY SERVICES, INC.	 	OH - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	3/26/2010	 	UCC-1	 	OH00141048313 
	BIOSCRIP PHARMACY SERVICES, INC.	 	OH - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	3/8/2013	 	UCC-1	 	OH00165345604 
	BIOSCRIP PHARMACY SERVICES, INC.	 	OH - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	OH00169207505 
	DEACONESS ENTERPRISES, LLC	 	OH - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	OH00169214035 
	DEACONESS ENTERPRISES, LLC	 	OH - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	2/24/2016	 	UCC-1	 	OH00198051600 
	REGIONAL AMBULATORY DIAGNOSTICS, INC.	 	OH - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	OH00169214257 
	INFUSION PARTNERS OF BRUNSWICK, LLC	 	GA - COOPERATIVE AUTHORITY	 	B. Braun Medical Inc.	 	Leased medical equipment	 	12/27/2011	 	UCC-1	 	063-2011-002159 
	INFUSION PARTNERS OF BRUNSWICK, LLC	 	GA - COOPERATIVE AUTHORITY	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	007-2013-021359 
	INFUSION PARTNERS OF MELBOURNE, LLC	 	GA - COOPERATIVE AUTHORITY	 	B. Braun Medical Inc.	 	Leased medical equipment	 	1/7/2013	 	UCC-1	 	067-2013-000179 
	INFUSION PARTNERS OF MELBOURNE, LLC	 	GA - COOPERATIVE AUTHORITY	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	007-2013-021360 
	KNOXVILLE HOME THERAPIES, LLC	 	TN - DOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	9/11/2012	 	UCC-1	 	312337868 
	KNOXVILLE HOME THERAPIES, LLC	 	TN - DOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	1/4/2013	 	UCC-1	 	213101315 
	KNOXVILLE HOME THERAPIES, LLC	 	TN - DOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	420191705 
	SCOTT-WILSON, INC.	 	KY - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	12/22/2011	 	UCC-1	 	2011-2554726-75 
	SCOTT-WILSON, INC.	 	KY - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	2013-2657079-52 
	SCOTT-WILSON, INC.	 	KY - SOS	 	Amerisourcebergen Drug Corporation	 	All inventory, accounts, proceeds and products	 	5/14/2014	 	UCC-1	 	2014-2704691-06 


 




    	 	53	 



    EXECUTION VERSION


    

 


	Name
    of Loan Party	 	Jurisdiction	 	Secured
    Party	 	Collateral	 	File
    Date	 	Type
    of

 Filing	 	File
    Number
	WILCOX MEDICAL, INC.	 	VT - SOS	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	13-260273 
	WILCOX MEDICAL, INC.	 	VT - SOS	 	B. Braun Medical Inc.	 	Leased medical equipment	 	3/26/2014	 	UCC-1	 	14-266961 
	BIOSCRIP PHARMACY (PUERTO RICO), INC.	 	Puerto Rico – DOS	 	Suntrust Bank	 	All assets	 	1/8/2014	 	UCC-1	 	2014000040
	EAST GOSHEN PHARMACY, INC.	 	PA - DOS 	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	2013073102569 
	EAST GOSHEN PHARMACY, INC.	 	PA - DOS 	 	B. Braun Medical Inc.	 	Leased medical equipment	 	9/9/2013	 	UCC-1	 	2013091003559 
	NEW ENGLAND HOME THERAPIES, INC.	 	MA - SOC	 	B. Braun Medical Inc.	 	Leased medical equipment	 	6/17/2011	 	UCC-1	 	201188598820 
	NEW ENGLAND HOME THERAPIES, INC.	 	MA - SOC	 	B. Braun Medical Inc.	 	Leased medical equipment	 	7/1/2013	 	UCC-1	 	201305048050 
	NEW ENGLAND HOME THERAPIES, INC.	 	MA - SOC	 	Suntrust Bank	 	All assets	 	7/31/2013	 	UCC-1	 	201305687600 
	NEW ENGLAND HOME THERAPIES, INC.	 	MA - SOC	 	B. Braun Medical Inc.	 	Leased medical equipment	 	12/30/2013	 	UCC-1	 	201308987860 


 




    	 	54	 



    EXECUTION VERSION


    

 


Schedule 7.4


 


Existing Investments


 


Securities


 


	Name of Investment	 	Investor	 	Type of Investment
	BioScrip Infusion Services, Inc.	 	BioScrip, Inc.	 	Common Stock
	BioScrip Pharmacy Services, Inc.	 	BioScrip, Inc.	 	Common Stock
	BioScrip PBM Services, LLC	 	BioScrip, Inc.	 	Membership Interests
	BioScrip Pharmacy (NY), Inc.	 	BioScrip, Inc.	 	Common Stock
	Chronimed LLC	 	BioScrip, Inc.	 	Membership Interests
	Natural Living, Inc.	 	BioScrip PBM Services, LLC	 	Common Stock
	BioScrip Infusion Services, LLC	 	BioScrip PBM Services, LLC	 	Membership Interests
	BioScrip Infusion Management, LLC	 	BioScrip Infusion Services, LLC	 	Membership Interests
	BioScrip Pharmacy, Inc.	 	Chronimed LLC	 	Common Stock
	Bradhurst Specialty Pharmacy, Inc.	 	Chronimed LLC	 	Common Stock
	BioScrip Nursing Services, LLC	 	BioScrip Infusion Services, LLC	 	Membership Interests
	Critical Homecare Solutions, Inc.	 	CHS Holdings, Inc.	 	Common Stock
	Specialty Pharma, Inc.	 	Critical Homecare Solutions, Inc.	 	Common Stock
	New England Home Therapies, Inc.	 	Critical Homecare Solutions, Inc.	 	Common Stock
	Deaconess Enterprises, LLC	 	Critical Homecare Solutions, Inc.	 	Membership Interests
	Infusion Solutions, Inc.	 	Critical Homecare Solutions, Inc.	 	Class A Voting Shares
	Professional Home Care Services, Inc.	 	Specialty Pharma, Inc.	 	Common Stock


 




    	 	55	 



    EXECUTION VERSION


    

 


	Name of Investment	 	Investor	 	Type of Investment
	Wilcox Medical, Inc.	 	New England Home Therapies, Inc.	 	Common Stock
	Deaconess HomeCare, LLC	 	Deaconess Enterprises, LLC	 	Membership Interests
	Regional Ambulatory Diagnostics, Inc.	 	Deaconess HomeCare, LLC	 	Common Stock
	Knoxville Home Therapies, LLC	 	Deaconess HomeCare, LLC	 	Membership Interests
	Infusion Partners, LLC	 	Deaconess HomeCare, LLC	 	Membership Interests
	East Goshen Pharmacy, Inc.	 	Infusion Partners, LLC	 	Common Stock
	Infusion Partners of Brunswick, LLC	 	Infusion Partners, LLC	 	Membership Interests
	Infusion Partners of Melbourne, LLC	 	Infusion Partners, LLC	 	Membership Interests
	Applied Health Care, LLC	 	Infusion Partners, LLC	 	Membership Interests
	National Health Infusion, Inc.	 	Infusion Partners, LLC	 	Common Stock
	Option Health, Ltd.	 	Infusion Parnters, LLC	 	Common Stock
	Scott-Wilson, Inc.	 	Infusion Partners, LLC	 	Common Stock
	InfuScience, Inc.	 	BioScrip, Inc.	 	Common Stock
	InfuScience Sub, Inc.	 	InfuScience, Inc.	 	Common Stock
	Infusion Therapy Specialists, Inc.	 	InfuScience, Inc.	 	Common Stock
	InfuCenters, LLC	 	Infusal Partners	 	Membership Interests
	InfuScience HHA, LLC	 	Infusion Therapy Specialists, Inc.	 	Membership Interests
	InfuScience South Carolina, LLC	 	InfuScience, Inc.	 	Membership Interests
	Infusal Partners	 	InfuScience, Inc.	 	Partnership Interests
	Infusal Partners	 	InfuScience Sub, Inc.	 	Partnership Interests
	HomeChoice Partners, Inc.	 	BioScrip, Inc.	 	Common Stock


 




    	 	56	 



    EXECUTION VERSION


    

 


	Name of Investment	 	Investor	 	Type of Investment
	BioScrip Medical Supply, LLC	 	Critical Homecare Solutions, Inc.	 	Membership Interests
	PHCS Acquisition Co, Inc.	 	Professional Home Care Services, Inc.	 	Common Stock
	Nutri USA, Inc.	 	PHCS Acquisition Co, Inc.	 	Common Stock
	CHS Holdings, Inc.	 	BioScrip, Inc.	 	Common Stock
	BioScrip Pharmacy (Puerto Rico), Inc.	 	BioScrip, Inc.	 	Common Stock


 


Promissory Notes, Evidences of Indebtedness, and Other Instruments


 


	
        Amended and Restated Intercompany Subordinated Promissory
Note, dated July 31, 2013, in the principal amount of $3,800,000, issued to BioScrip, Inc. by BioScrip Infusion Services, Inc.

         

	Amended and Restated Intercompany Subordinated Promissory Note, dated July 31, 2013, in the principal amount of $71,800,000, issued to CHS Holdings, Inc. by Critical Homecare Solutions, Inc.
	 



 




    	 	57	 



    EXECUTION VERSION


    

 


Schedule 7.7


 


Existing Transactions with Affiliates


 


None.


 




    	 	58	 



     


    



 


Certain Litigation Matters


 


Breach of Contract Litigation in the
Delaware Court of Chancery


 


On November 3, 2015, Walgreen Co. and various
affiliates (“Walgreens”) filed a lawsuit in the Delaware Court of Chancery against the Company and certain of its subsidiaries
(collectively, the “Defendants”). The complaint alleges that the Company breached certain non-compete provisions contained
in the Community Pharmacy and Mail Business Purchase Agreement dated as of February 1, 2012, by and among Walgreens and certain
subsidiaries and the Company and certain subsidiaries (the “2012 Purchase Agreement”). The complaint seeks both
money damages and injunctive relief. On December 7, 2015, the Defendants filed a motion to dismiss the complaint, asserting, among
other things, that the claims raised in Walgreens’ complaint were subject to the alternative dispute resolution procedure
contained in the 2012 Purchase Agreement. On March 11, 2016, the Court held oral argument on the Company’s motion to
dismiss and granted the motion, holding that Walgreens’ breach of contract claims for money damages must be resolved in accordance
with the 2012 Purchase Agreement’s alternative dispute resolution procedure. On March 15, 2016, Walgreens informed the Court
that it would not be pursuing any claims for injunctive relief in the Court at that time, but instead would engage in the required
alternative dispute resolution procedure. Walgreens requested that the Court keep the case open pending the results of that process.
On March 16, 2016, the Court stayed the lawsuit and removed the trial from its calendar, but did not grant Walgreens any other
relief or enjoin the Company from taking any action. On December 8, 2016, the parties submitted the dispute to an arbitrator. On
December 28, 2016, the arbitrator rendered its decision, finding that the Company had not violated the non-compete, except for
certain limited sales of oral oncology, HIV and transplant pharmaceuticals, constituting approximately 3 percent of the total sales
that Walgreens claimed were made in violation of the agreement. The arbitrator also concluded that Walgreens was not entitled to
recover its lost profits or lost revenues as a result of any such sales. Despite that ruling, the arbitrator awarded Walgreens
$5.8 million in damages, or approximately 20 percent of the total amount requested. The Company believes that arbitrator’s
damages award ignored applicable law, contradicted the arbitrator’s liability findings and exceeded the scope of the arbitrator’s
authority in light of both parties’ arbitration submissions. The Company is evaluating options for challenging the award
and continuing to vigorously defend itself. Due to the inherent uncertainty in litigation, however, the Company can provide no
assurance that its challenge to the award will be successful.


 


Derivative Lawsuit in the Delaware Court
of Chancery


 


On May 7, 2015, a derivative complaint was
filed in the Delaware Court of Chancery by the Park Employees’ & Retirement Board Employees’ Annuity & Benefit
Fund of Chicago (the “Derivative Complaint”). The Derivative Complaint names as defendants certain current and former
directors of the Company, consisting of Richard M. Smith, Myron Holubiak, Charlotte Collins, Samuel Frieder, David Hubers, Richard
Robbins, Stuart Samuels and Gordon Woodward (collectively, the “Director Defendants”), certain former officers of the
Company, consisting of Kimberlee Seah, Hai Tran and Patricia Bogusz (collectively the “Officer Defendants”), Kohlberg
& Co., L.L.C., Kohlberg Management V, L.L.C., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg TE Investors
V, L.P., KOCO Investors V, L.P., and Jefferies LLC. The Company is also named as a nominal defendant in the Derivative Complaint.
The Derivative Complaint was filed in the Delaware Court of Chancery as Park Employees and Retirement Board Employees’
Annuity and Benefit Fund of Chicago v. Richard M. Smith, Myron Z. Holubiak, Charlotte W. Collins, Samuel P. Frieder, David R. Huber,
Richard L. Robbins, Stuart A. Samuels, Gordon H. Woodward, Kimberlee C. Seah, Hai V.Tran, Patricia Bogusz, Kohlberg & Co.,
L.L.C., Kohlberg Management V, L.L.C., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg TE Investors V, L.P., KOCO
Investors V, L.P., Jefferies LLC and BioScrip, Inc., C.A. No. 11000-VCG (Del. Ch. Ct., May 7, 2015).


 




     


     


    

  


The Derivative Complaint alleges generally
that certain defendants breached their fiduciary duties with respect to the Company’s public disclosures, oversight of Company
operations, secondary stock offerings and stock sales. The Derivative Complaint also contends that certain defendants aided and
abetted those alleged breaches. The damages sought are not quantified but include, among other things, claims for money damages,
restitution, disgorgement, equitable relief, reasonable attorneys’ fees, costs and expenses, and interest. The Derivative
Complaint incorporates the same factual allegations from In re BioScrip, Inc., Securities Litigation (described
below). On June 16, 2015, all defendants moved to dismiss the case. Briefing for the motion to dismiss was completed on November
30, 2015, and the court heard oral argument on the motion to dismiss on January 12, 2016. During the hearing, the court requested
additional briefing, which was completed on February 12, 2016. On May 31, 2016, the court determined that the Plaintiff’s
claims could not proceed as pled but granted the Plaintiff thirty days in which to make a motion to amend the Derivative Complaint.
The court reserved decision on the motion to dismiss and on June 29, 2016, the Plaintiff filed a motion for leave to file an amended
complaint. On October 10, 2016, all defendants moved to dismiss the amended complaint. Briefing on the motion to dismiss was completed
on November 21, 2016.


 


The Company, Director Defendants and the Officer
Defendants deny any allegations of wrongdoing in this lawsuit. The Company and those persons believe all of the claims in this
lawsuit are without merit and intend to vigorously defend against these claims. However, there is no assurance that the defense
will be successful or that insurance will be available or adequate to fund any settlement, judgment or litigation costs associated
with this action. Certain of the defendants have sought indemnification from the Company pursuant to certain indemnification agreements,
for which there may be no insurance coverage. Additional similar lawsuits may be filed. The Company is unable to predict the outcome
or reasonably estimate a range of possible loss at this time. While no assurance can be given as to the ultimate outcome of this
matter, the Company believes that the final resolution of this action is not likely to have a material adverse effect on results
of operations, financial position, liquidity or capital resources.